DEF 14A of Wabash National Corp
Filed Apr 9, 2024 · FY20230001193125-24-090782
Board Nominees (page 19)
Board Nominees (page 19) The following table provides summary information about each director nominee, as of the Record Date.
Board Nominees (page 19)
| NAME | AGE | DIRECTOR SINCE | OCCUPATION | INDEPENDENT | OTHER PUBLIC BOARDS | | Therese M. Bassett | 60 | November 2019 | Managing Director, NuVentures LLC | Yes | No | | John G. Boss | 64 | December 2017 | Former President and Chief Executive Officer, Momentive Performance Materials Inc. | Yes | Yes | | Trent J. Broberg | 42 | September 2022 | Chief Executive Officer, ACERTUS | Yes | No | | Larry J. Magee | 69 | January 2005 | President, Magee Ventures Group | Yes | No | | Ann D. Murtlow | 63 | February 2013 | Former President and Chief Executive Officer, United Way of Central Indiana; Former President and Chief Executive Officer of Indianapolis Power & Light Company | Yes | Yes | | Sudhanshu Priyadarshi | 47 | November 2022 | Chief Financial Officer and President, International, Keurig Dr Pepper Inc. (KDP) | Yes | No | | Scott K. Sorensen | 62 | May 2005 | Former President, Thatcher Company, Inc. | Yes | No | | Stuart A. Taylor II | 63 | August 2019 | Chief Executive Officer, The Taylor Group LLC | Yes | Yes | | Brent L. Yeagy | 53 | October 2016 | President and Chief Executive Officer, Wabash National Corporation | No | No |
Board Nominees (page 19)
| 12 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Board Nominees (page 19)
The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate the candidates to serve on our Board. A mark indicates a specific area of focus or experience on which the Board relies most. The lack of a mark does not mean the director nominee does not possess that qualification or skill. Each director nominee biography in this proxy statement describes each nominee’s qualifications and relevant experience in more detail.
Board Nominees (page 19)
| DIRECTORS | Therese M. Bassett | John G. (“Jack”) Boss | Trent J. Broberg | Larry J. Magee | Ann D. Murtlow | Sudhanshu Priyadarshi | Scott K. Sorensen | Stuart A. Taylor II | Brent L. Yeagy | | Independent | ● | ● | ● | ● | ● | ● | ● | ● | | | Diversity | ● | | | | ● | ● | | ● | | | Logistics, Transportation and/or First to Final Mile | | | ● | | | ● | | | ● | | Diverse Manufacturing | | ● | | ● | | ● | ● | | ● | | Risk Management (Including Supply Chain/Commodities Management) | ● | ● | ● | ● | | ● | | | ● | | Technology and Materials Innovation | | ● | ● | | | ● | | | ● | | Legislative/Regulatory | | | | | ● | | ● | | | | Qualified Financial Expert/Finance/Treasury | | | | | | ● | ● | ● | | | Accounting, Finance and Capital Markets | | | ● | | | ● | ● | ● | | | M&A | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology/Cybersecurity | | | ● | | ● | ● | ● | ● | | | Distribution and Digital Marketplace | ● | | ● | ● | | ● | | | | | Competitive Pricing/Sales | | ● | ● | ● | | | | | ● | | ESG | ● | ● | | ● | ● | | | | ● | | Strategy | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Information on Directors Standing for Election
Information on Directors Standing for Election The biographies of each of the nominees below contains information regarding the experiences, qualifications, attributes or skills that caused the Nominating, Corporate Governance and Sustainability Committee and the Board to determine that the person should serve as a director of the Company. The name, age, business experience, and public company directorships of each nominee for director, during at least the last five years, are set forth in the table below.
Information on Directors Standing for Election
| Therese M. Bassett Age: 60 Director since: November 2019 | Ms. Bassett is the Managing Director of NuVentures LLC, a consulting firm focused on strategy, innovation and M&A pipeline development. Prior to NuVentures, she served as Chief Strategy, Innovation, and Mergers and Acquisitions Officer at Avnet, Inc., a global electronic components and distribution services company, where she was responsible for identifying growth opportunities to enhance the overall business portfolio, financial strength and global market value. During her 26-year career with Avnet, Ms. Bassett also held the positions of Senior Vice President, Global HR Solutions (2010-2016), Vice President, Strategic Planning and Business Intelligence (1998-2010), Manager, Electronic Manufacturing Services Business Development (1995-1998), and International Export and Transportation Manager (1993-1995). She is a graduate of Temple University and received an MBA from the University of Phoenix. | | | Qualifications: Ms. Bassett’s M&A, innovation and strategy expertise, including in the areas of business transformation and digital growth drivers, and her senior leadership experience reflected in her biography support the Board’s conclusion that she should again be nominated as a director. |
Information on Directors Standing for Election
| WABASH NATIONAL CORPORATION | 2024 Proxy Statement | 19 |
Information on Directors Standing for Election
| John G. Boss Age: 64 Director since: December 2017 | Mr. Boss is the former President and Chief Executive Officer of Momentive Performance Materials Inc. (“MPM”). Mr. Boss served in this role from December 2014 to March 2020. MPM is a global producer of silicones, quartz and specialty ceramic materials. Mr. Boss served as a director of MPM Holdings Inc. from October 2014 to March 2020. Mr. Boss served as the President of the Silicones & Quartz Division at MPM since joining in March 2014 to December 2014 and served as its Executive Vice President from March 2014 to March 2020. In April 2014, shortly after Mr. Boss joined the company, MPM filed voluntary petitions for reorganization relief pursuant to Chapter 11 of the United States Bankruptcy Code. Mr. Boss’ career spans more than 30 years in the specialty chemicals and materials industry, including various executive leadership positions with Honeywell International, a producer of commercial and consumer products from 2003 through 2014. Mr. Boss served as Vice President and General Manager of Specialty Products, Vice President and General Manager of Specialty Chemicals and President of Honeywell Safety Products at Honeywell International. Prior to joining Honeywell, Mr. Boss held positions of increasing responsibility at Great Lakes Chemical Corporation and Ashland Corporation (formerly International Specialty Products). Since 2020, Mr. Boss has served as a Director for Cooper Standard Corporation and as a Director and Audit Committee Member for Libbey, Inc. Mr. Boss currently serves as a Director of Calumet Specialty Products Partners, L.P. He has a Master of Business Administration degree in Marketing and Finance from Rutgers Graduate School of Management in 1996 and a Bachelor’s Degree in Mechanical Engineering from West Virginia University in 1981. | | | Qualifications: As reflected in his biography, Mr. Boss’ service in various leadership positions at other public companies, particularly, his prior service as a sitting chief executive officer at another public company and concomitant understanding of the day-to-day complexities and challenges of running such an organization, and his service on our Board, support the Board’s conclusion that he should again be nominated as a director. |
Information on Directors Standing for Election
| 20 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Information on Directors Standing for Election
| Trent J. Broberg Age: 42 Director since: September 2022 | Mr. Broberg has served as the Chief Executive Officer and member of the Board of Directors of ACERTUS, an automotive logistics as a service platform since 2021 and was a member of the Board of Directors of DiCentral LLC, a global EDI software service provider helping organizations optimize their supply chain from 2019 to 2022 until acquired by True Commerce. Mr. Broberg has extensive experience with major carriers, as well as the digital and technology aspects of transportation management. Prior to joining ACERTUS, Mr. Broberg served as Chief Operating Officer at Truckstop.com, where he led or supported over five M&A transactions, two recapitalizations, strategy, and operations from 2016 until 2021. In the two years leading up to his tenure at Truckstop.com, Mr. Broberg served as General Manager for Real Time Freight LLC, which was later acquired by Truckstop.com in 2016. Mr. Broberg also holds a wealth of marketing, sales and operations knowledge as a result of his early career experience serving as Director of Marketing at DB Schenker and Swift Transportation. Mr. Broberg received a Bachelor of Science degree in Marketing and an MBA from the WP Carey School of Business at Arizona State University. | | | Qualifications: The leadership, executive and board experience within the spaces of logistics, supply chain and technology expertise reflected in Mr. Broberg’s biography support the Board’s conclusion that he should be nominated as a director. |
Information on Directors Standing for Election
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Information on Directors Standing for Election
| Larry J. Magee Age: 69 Director since: January 2005 Chairperson of the Board since: May 2020 | Mr. Magee has served as President of Magee Ventures Group, a consulting firm, since May 2018. Prior to his current position, he served as Interim CEO of Magnolia Group, LLC in Waco, Texas from April 2017 until May 2018. Mr. Magee was President and CEO of Heartland Automotive Services, Inc., the largest operator of quick lube retail service centers, operating over 540 Jiffy Lube locations in North America. He held this position from April 2015 until his retirement in October 2016. Prior to assuming the role of President and CEO of Heartland Automotive, Mr. Magee was the President, Consumer Tire U.S. & Canada, for Bridgestone Americas Tire Operations, LLC, a tire and rubber manufacturing company, a position he held from January 2011 until his retirement from Bridgestone in September 2013. He also served as Chairman of BFS Retail & Commercial Operations, LLC and Bridgestone of Canada, Inc. From December 2001 until January 2011, he served as Chairman, Chief Executive Officer and President of BFS Retail & Commercial Operations, LLC. Prior to December 2001, Mr. Magee served as President of Bridgestone/Firestone Retail Division, beginning in 1998. Mr. Magee has over 38 years combined experience in sales, marketing, and operational management, and held positions of increasing responsibility within the Bridgestone/Firestone family of companies during his 38-year tenure with Bridgestone/Firestone. | | | Qualifications: The marketing, manufacturing, retail and strategic expertise reflected in Mr. Magee’s biography, including his performance as the chief executive officer and as a board member for divisions of another company, as well as his participation on our Board, support the Board’s conclusion that he should again be nominated as a director. |
Information on Directors Standing for Election
| 22 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Information on Directors Standing for Election
| Ann D. Murtlow Age: 63 Director since: February 2013 | Ms. Murtlow served as the President and Chief Executive Officer of United Way of Central Indiana, an organization that fights for the education, financial stability, health and basic needs for Central Indiana through the development and support of programs and organizations that serve struggling families and move them to self-sufficiency, from April 1, 2013 to June 30, 2022. Prior to assuming this role, Ms. Murtlow had a 30-year career in the global energy industry. Ms. Murtlow began her career as a design engineer with Bechtel Power Corporation, one of the world’s leading designers and constructors of electric utility infrastructure. Ms. Murtlow then joined AES Corporation (“AES”), where she developed a specialty in environmental permitting and became a leader in domestic and international power plant project development. She subsequently joined AES’s London office where she was named Vice President and Group Manager of AES’s development and operations in northern and central Europe. In 2002, Ms. Murtlow was named President and Chief Executive Officer at IPALCO Enterprises, Inc., and its subsidiary, Indianapolis Power & Light Company. Ms. Murtlow currently serves as a Director of Evergy, Inc., and its subsidiaries, Evergy Kansas Central, Inc. (Kansas corporation), Evergy Kansas South, Inc., Evergy Metro, Inc., and Evergy Missouri West, Inc. Ms. Murtlow served as a Director of First Internet Bancorp and its subsidiary, First Internet Bank, from early 2013 until March 2020. Ms. Murtlow holds a Bachelor of Science degree in Chemical Engineering from Lehigh University and is a National Association of Corporate Directors Board Leadership Fellow and Certified Director. | | | Qualifications: The financial and strategic leadership experience reflected in Ms. Murtlow’s biography, her service as the former chief executive officer of a regulated electric utility company, service on the boards of other public companies, her participation on our Board and her experience in M&A, ESG and corporate social responsibility, support the Board’s conclusion that she should again be nominated as a director. |
Information on Directors Standing for Election
| WABASH NATIONAL CORPORATION | 2024 Proxy Statement | 23 |
Information on Directors Standing for Election
| Sudhanshu Priyadarshi Age: 47 Director since: November 2022 | Sudhanshu Priyadarshi is Chief Financial Officer and President, International for Keurig Dr Pepper (KDP). He leads the Finance, Information Technology organizations and has overall responsibility for KDP’s International Business Segment. He has served in this role since November, 2022. Mr. Priyadarshi has over two decades of global leadership experience in the technology, logistics, retail, consumer packaged goods, and pharmaceutical industries. Prior to Keurig Dr Pepper, Mr. Priyadarshi was the CFO of Vista Outdoor Inc., a leading global designer, manufacturer and marketer of consumer products in the outdoor sports and recreation markets, from April 2020 to October 2022. He had previously been CFO of Flexport, a digital freight forwarder, from 2018 to 2019, where he led all financial operations, Global Real Estate and Insurance P&L for the company. Mr. Priyadarshi joined Flexport from Walmart, where he was Vice President of Finance for Walmart U.S. eCommerce from 2017 to 2018, driving all retail finance operations for Walmart.com, Hayneedle.com, Shoes.com, Moosejaw.com, Store No 8 (technology startup incubator) and Walmart’s partnership with Google. Prior to this role, he was the Vice President, Finance & Strategy at Walmart U.S. from 2016 to 2017 and was responsible for leading finance for Walmart’s general merchandise and soft line business unit, a $100B division. He joined Walmart from Cipla, a $10 billion market cap publicly traded top 10 global generic pharmaceutical company, where he was the Global Chief Operating Officer, and previously Group Head, Corporate Strategy and Development. Mr. Priyadarshi worked for PepsiCo from 1999 to 2013 growing through the ranks in various management and leadership roles in Finance, Strategy and Operations. In his last role at PepsiCo, he served as CFO of Global R&D and Global Nutrition Platforms, a$10B nutritious food and beverage business. Mr. Priyadarshi is a graduate of Physics from India and has an MBA in Finance from University of Technology, Sydney. | | | Qualifications: The finance, logistics, and technology expertise reflected in Mr. Priyadarshi’s biography support the Board’s conclusion that he should be nominated as a director. |
Information on Directors Standing for Election
| 24 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Information on Directors Standing for Election
| Scott K. Sorensen Age: 62 Director since: May 2005 | Mr. Sorensen served as the President and a member of the Board of Directors of Thatcher Company, Inc., a privately held industrial chemical manufacturer from January 2022 until April 2023. Mr. Sorensen also served as Chief Financial Officer of Thatcher Company, Inc. from January 2022 to July 2022. Previously, Mr. Sorensen served as Managing Director of Sorensen Capital, LLC from November 2019 until January 2022. From May 2018 through November 2019, Mr. Sorensen served as the President and Chief Operating Officer of Ivanti Software and member of its Board of Directors. Ivanti is a leading enterprise software provider of unified IT solutions for the security, endpoint management and service management requirements of customers. Prior to his role as President and Chief Operating Officer of Ivanti Software, Mr. Sorensen served as the President and Chief Executive Officer and was a member of the Board of Directors of Sorenson Holdings which is a leading provider of assistive communications products and services from 2016 – 2018. Mr. Sorensen also held the position of Chief Operating Officer from 2012 – 2016 and served as the Chief Financial Officer from 2007 – 2016. Previously, Mr. Sorensen served as the Chief Financial Officer of Headwaters Inc. from 2005 – 2007 which was a diversified energy and construction materials provider. Prior to joining Headwaters, Mr. Sorensen was the Vice President and Chief Financial Officer of Hillenbrand Industries, a manufacturer and provider of products and services for the health care and funeral services industries, from 2001 – 2005. Mr. Sorensen also served in various financial leadership roles at Westinghouse Electric and worked in the operations and aerospace practices with McKinsey & Company. | | | Qualifications: Mr. Sorensen’s financial expertise and experience in corporate finance, combined with his experience in manufacturing, cybersecurity and technology, strategy and mergers and acquisitions, as reflected in his biography, and his participation on our Board, support the Board’s conclusion that he should again be nominated as a director. |
Information on Directors Standing for Election
| WABASH NATIONAL CORPORATION | 2024 Proxy Statement | 25 |
Information on Directors Standing for Election
| Stuart A. Taylor II Age: 63 Director since: August 2019 | Mr. Taylor is the Chief Executive Officer of The Taylor Group LLC, a private equity firm focused on creating and acquiring businesses. In this role, which he has held since 2001, Mr. Taylor oversees the firm’s sourcing and execution of investments and acquisition and disposition transactions. In addition, Mr. Taylor delivers deep financial and transactional expertise based on his Wall Street career along with significant experience as a director for publicly traded companies. He previously held positions as senior managing director at Bear, Stearns & Co. Inc. (1999-2001), and managing director of CIBC World Markets and head of its Global Automotive Group and Capital Goods Group (1996-1999). He also served as managing director of the Automotive Industry Group at Bankers Trust (1993-1996), following a 10-year position in corporate finance at Morgan Stanley & Co. Mr. Taylor was previously a member of the Board of Directors of Essendant Inc., formerly known as United Stationers Inc., a wholesale distributor of business products, from 2011 until its sale to Staples Inc. in January 2019. In addition, in October 2020, Mr. Taylor was appointed to the board of directors of Solenis LLC, a privately held global producer of specialty chemicals for water-intensive industries, where he serves on the Compensation Committee. He also serves as a director for Hillenbrand Inc. and Ball Corporation. He is a graduate of Yale University and received an MBA from the Harvard Graduate School of Business. | | | Qualifications: Mr. Taylor’s in-depth knowledge of strategic M&A and corporate development, financial expertise and service on other public company boards, as reflected in his biography, support our Board’s conclusion that he should again be nominated as a director. |
Information on Directors Standing for Election
| 26 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Information on Directors Standing for Election
| Brent L. Yeagy Age: 53 Director since: October 2016 | Brent L. Yeagy is an industrial manufacturing leader with more than 25 years of experience in the automotive and commercial transportation industries. Since June 2018, Mr. Yeagy has been responsible for the strategic direction and operations of Wabash (NYSE: WNC) in his role as President and Chief Executive Officer. Before his appointment as President and CEO, Mr. Yeagy was President and Chief Operating Officer from October 2016 to June 2018. Mr. Yeagy joined Wabash in 2003 and held a number of positions with increasing responsibility, including Vice President of Manufacturing, Vice President and General Manager of Commercial Trailer Products, and Senior Vice President – Group President, Commercial Trailer Products. Prior to Wabash, from 1999 to 2003, Mr. Yeagy held various positions within human resources, environmental engineering and safety management for Delco Remy International. Mr. Yeagy served in various plant engineering roles at Rexnord Corporation from December 1995 through 1999. He also served in the United States Navy from 1991 to 1994. Mr. Yeagy holds a Bachelor of Science in Environmental Engineering Science and a Master of Science in Safety Engineering from Purdue University, and an MBA in Business Management from Anderson University. He has also attended executive programs at the University of Michigan’s Ross School of Business as well as Stanford’s Graduate School of Business. Mr. Yeagy is a graduate of the U.S. Navy’s Naval Nuclear Power Program and participated in the Navy’s Officer Candidate Program. Mr. Yeagy proudly serves on the boards of directors for the National Association of Manufacturers and the Transportation and Supply Chain Institute at the University of Denver. | | | Qualifications: Mr. Yeagy’s more than 25 years of experience in executive leadership, beginning with his career in the United States Navy, and his strong background in managing many facets of operations in a manufacturing company, as reflected in his biography, and his role as our President and Chief Executive Officer, support the Board’s conclusion that he should again be nominated as a director. |
Information on Directors Standing for Election
| The Board of Directors UNANIMOUSLY recommends a vote “FOR” the election of each of the director nominees listed above. |
Information on Directors Standing for Election
| WABASH NATIONAL CORPORATION | 2024 Proxy Statement | 27 |
Information on Directors Standing for Election
| Corporate Governance |
Compensation Committee
| • | Annually reviewing and recommending to the Board the forms and amounts of director compensation; and |
Director Compensation
Director Compensation The Compensation Committee makes recommendations to the full Board regarding non-employee director compensation. FW Cook reviewed our director compensation with the Compensation Committee during 2024. As a result of such review, at the February 2024 Board meeting and based upon the recommendation of our Compensation Committee, the Board decided to set the annual retainers for non-employee directors’ service on the Board at the following levels:
Director Compensation
| ANNUAL RETAINERS (1) | AMOUNT | | Board | $220,000(2) | | Member: | | | Audit Committee | $10,000 | | Compensation Committee | $8,000 | | Nominating, Corporate Governance and Sustainability Committee | $8,000 | | Finance Committee | $8,000 | | Chairperson of the Board | $100,000 | | Audit Committee Chair | $20,000 | | Compensation Committee Chair | $15,000 | | Nominating, Corporate Governance and Sustainability Committee Chair | $15,000 | | Finance Committee Chair | $15,000 |
Director Compensation
| (1) All annual cash retainers are paid in quarterly installments. Annual grants of restricted stock units, referenced in footnote 2 below, are granted as a single award following the election of directors at the annual meeting. |
Director Compensation
| (2) Consists of an $80,000 cash retainer and an award of restricted stock units of Company stock having an aggregate market value at the time of grant of $140,000. Restricted stock units vest in full on the first anniversary of the grant date. |
Director Compensation
Meridian reviewed our director compensation with the Compensation Committee during 2023. As a result of such review, at the February 2023 Board meeting and based upon the recommendation of our Compensation Committee, the Board approved an increase of $5,000 to the equity retainer and maintained the cash retainer the same as in 2022, and also approved an increase of $15,000 for the Chairperson of the Board and a $5,000 increase for the Nominating, Corporate Governance and Sustainability Committee Chair, resulting in the following annual retainers for 2023:
Director Compensation
| ANNUAL RETAINERS (1) | AMOUNT | | Board | $210,000(2) | | Member: | | | Audit Committee | $10,000 | | Compensation Committee | $8,000 | | Nominating, Corporate Governance and Sustainability Committee | $8,000 | | Finance Committee | $8,000 | | Chairperson of the Board | $90,000 | | Audit Committee Chair | $20,000 | | Compensation Committee Chair | $15,000 | | Nominating, Corporate Governance and Sustainability Committee Chair | $15,000 | | Finance Committee Chair | $15,000 |
Director Compensation
| (1) All annual cash retainers are paid in quarterly installments. Annual grants of restricted stock units, referenced in footnote 2 below, are granted as a single award following the election of directors at the annual meeting. |
Director Compensation
| 36 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Director Compensation
| (2) Consists of an $80,000 cash retainer and an award of restricted stock units of Company stock having an aggregate market value at the time of grant of $130,000. Restricted stock units vest in full on the first anniversary of the grant date. |
Director Compensation
The following table summarizes the compensation paid to our directors during 2023, other than Mr. Yeagy, whose compensation is discussed below under Executive Compensation.
Director Compensation
| Director Compensation for the Year Ended December 31, 2023 | | | | | | NAME | (1) FEES EARNED OR PAID IN CASH ($) | (2) STOCK AWARDS ($) | (3) ALL OTHER COMPENSATION ($) | TOTAL ($) | | Larry J. Magee | $186,000 | $130,021 | $7,440 | $323,461 | | Therese M. Bassett | $106,000 | $130,021 | $— | $236,021 | | John G. Boss | $103,000 | $130,021 | $4,120 | $237,141 | | Trent J. Broberg | $96,000 | $130,021 | $— | $226,021 | | Ann D. Murtlow | $103,000 | $130,021 | $— | $233,021 | | Sudhanshu Priyadarshi | $98,000 | $130,021 | $3,920 | $231,941 | | Scott K. Sorensen | $108,000 | $130,021 | $4,320 | $242,341 | | Stuart A. Taylor II | $105,000 | $130,021 | $— | $235,021 |
Director Compensation
| (1) Consists of cash fees earned in 2023 for annual retainers. This column includes any amounts a director elects to defer pursuant to the Non-Qualified Deferred Compensation Plan. The terms of this plan are discussed below. |
Director Compensation
| (2) For each director, consists of a grant of 5,375 restricted stock units on May 10, 2023, which vest on May 10, 2024. As of December 31, 2023, each non-employee director held 5,375 unvested restricted stock units. |
Director Compensation
| (3) Consists of the Company’s match pursuant to our Non-Qualified Deferred Compensation Plan. The Company fully matches the first 3%, and 50% of the next 2%, of earnings deferred by a participant under the Non-Qualified Deferred Compensation Plan. |
Non-Qualified Deferred Compensation Plan
Non-Qualified Deferred Compensation Plan Directors may defer their cash retainer and their restricted stock unit awards under the Company’s non-qualified deferred compensation plan. The Company matches dollar-for-dollar the first 3% of cash retainers that a director defers into the plan and one-half of the next 2% the director contributes to the plan. The Company does not make matching contributions with respect to any deferred restricted stock unit awards. Deferrals of cash retainers may be invested into one or more investment funds available under the plan from time to time, and directors can elect to have the funds paid out in a lump sum or up to 10 annual installments following termination from the Board, as well as limited in-service distributions. Deferrals of restricted stock units are deemed invested in shares of the Company’s common stock and are paid out in shares at the time the director terminates from the Board. The deferred compensation plan is unfunded and subject to forfeiture in the event of bankruptcy.
Compensation Highlights
Compensation Highlights Our compensation program is designed to motivate our executives and other salaried employees to execute our business strategies and strive for higher Company performance, while maintaining our core values, as described in our Proxy Statement Summary. Although Wabash’s compensation program applies to most salaried employees, the following compensation discussion and analysis (“CD&A”) focuses on our compensation program and policies’ applicability to our Named Executive Officers, whom we refer to as NEOs. Our NEOs for 2023 are as follows:
Compensation Highlights
| Brent L. Yeagy President and Chief Executive Officer | | | Michael N. Pettit Senior Vice President and Chief Financial Officer | Dustin T. Smith Senior Vice President, Chief Operating Officer* | | Kevin J. Page Senior Vice President, Chief Commercial Officer | M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary** |
Compensation Highlights
| * Prior to December 8, 2023, Mr. Smith’s title was Senior Vice President, Chief Strategy Officer |
Compensation Highlights
| ** Ms. Glazner was appointed to Senior Vice President, Chief Administrative Officer in December 2023. She also continues to serve as General Counsel and Chief Human Resources Officer, which was her title prior to December 2023. |
PRACTICES WE EMPLOY
| ✔ | Market Competitive Executive Severance/Change in Control Policy |
PRACTICES WE EMPLOY
| ✔ | Annual Review of our Peer Group |
PRACTICES WE AVOID
| × | Repricing Underwater Stock Options or Stock Appreciation Rights Without Stockholder Approval |
PRACTICES WE AVOID
| × | Single Trigger Change in Control Benefits |
Compensation Objectives and Philosophy
| • | Deliver a meaningful proportion of NEO compensation in share-based incentives – In 2023, approximately 65% of Mr. Yeagy’s total direct compensation (i.e., base salary, target short-term incentive and target long-term incentive), and on average 49% of the other NEOs’ total direct compensation, was targeted to be delivered in the form of restricted stock units and performance stock units, with a goal of driving sustainable stockholder value and strengthening alignment between NEO and stockholder interests; |
Compensation Objectives and Philosophy
| • | Encourage NEOs to be long-term stockholders – In addition to delivering a significant portion of each of our NEO’s compensation in share-based compensation, we also require that each of our NEOs hold shares of our stock equal to a multiple of his or her base salary; and |
Compensation Methodology and Process
| • | The expected cost of the incentive plans to the Company and the present and future availability of shares under our equity plans; and |
The Role of Independent Compensation Consultant
The Role of Independent Compensation Consultant Our Compensation Committee retains an independent compensation advisor to provide compensation market data and generally review and advise the Compensation Committee regarding our compensation programs, policies and disclosures. As noted above, the Compensation Committee retained Meridian through August 2023 to provide these services, including providing the Compensation Committee with market and peer group data that it referenced when setting executive compensation levels for 2023. However, because the Compensation Committee had used Meridian as its consultant for several years, it decided during 2023 to initiate a Request for Proposal (RFP) process for an independent compensation consultant. After a thorough review process and evaluation of the responding candidates (including Meridian), the Compensation Committee decided to engage FW Cook as its independent compensation consultant beginning in August 2023. Meridian’s engagement during 2023 encompassed advisory services such as annual review of executive compensation philosophy, a competitive assessment of executive compensation levels and “pay-for-performance” linkage, executive cash and equity incentive program design, competitive assessment of non-employee director compensation, and other ad hoc support. Meridian worked at the direction of, and reported directly to, the Compensation Committee. Meridian did not provide any other services to Wabash. The Compensation Committee evaluated Meridian as a compensation consultant, taking into consideration all relevant factors required under NYSE listing standards, and determined, based on its analysis in light of all relevant factors, that the work of
The Role of Independent Compensation Consultant
| 42 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
The Role of Independent Compensation Consultant
Meridian did not created any conflicts of interest, and that Meridian is independent pursuant to the independence standards set forth in the NYSE listing standards promulgated pursuant to Section 10C of the Exchange Act. As noted above, the Compensation Committee replaced Meridian with FW Cook effective in August 2023, and under its engagement letter, FW Cook will provide the same types of advisory services to the Compensation Committee that Meridian previously provided. FW Cook works at the direction of, and reports directly to, the Compensation Committee. FW Cook does not provide any other services to Wabash. The Compensation Committee has evaluated FW Cook as a compensation consultant, taking into consideration all relevant factors required under NYSE listing standards, and has determined, based on its analysis in light of all relevant factors, that the work of FW Cook has not created any conflicts of interest, and that FW Cook is independent pursuant to the independence standards set forth in the NYSE listing standards promulgated pursuant to Section 10C of the Exchange Act.
Peer Group Analysis and Market Compensation Data
Peer Group Analysis and Market Compensation Data As referenced above, the independent compensation consultant provides the Compensation Committee with market compensation data to help the Compensation Committee assess the competitiveness of total compensation for each NEO on an annual basis. However, the Committee does not use this data to specifically target a certain percentage or level of compensation for the NEOs compared to our peer groups. Rather, the Committee considers competitive peer group data as one significant factor in setting pay levels. Meridian provided the Compensation Committee with market data for purposes of setting 2023 compensation from the following two sources: (i) published proxies of companies specifically selected as proxy peer companies (the “Proxy Peer Group”), and (ii) the proprietary Equilar database. In setting 2023 compensation, the Committee utilized data from the Proxy Peer Group as the primary data source to assess the competitive positioning for the CEO and CFO’s target compensation. Given the limited data available from proxies for other positions, the Committee utilized information from the Equilar database as the primary data source to assess market competitiveness of the other NEOs’ compensation. Data from the Equilar database was considered a secondary data source for the CEO and CFO positions. With respect to the Equilar database, we pull data for all companies that are in machinery and auto components industries with revenues equal to 1/3-3x that of our Company. The Compensation Committee reviews the companies included in our Proxy Peer Group annually with the help of the independent compensation consultant to confirm that it continues to be an appropriate comparator group based on industry, revenue, complexity, and market capitalization, and makes annual adjustments as necessary. Meridian assisted the Compensation Committee with this review for 2023. The companies that make up the Proxy Peer Group for 2023 are:
Peer Group Analysis and Market Compensation Data
| 2023 PROXY PEER GROUP | | | | A.O. Smith Corporation | EnPro Industries, Inc. | Meritor, Inc. | | Allison Transmission Holdings, Inc. | Federal Signal Corporation | Modine Manufacturing Company | | Barnes Group | Greenbrier Companies, Inc. | Nordson Corp. | | Chart Industries, Inc. | Harsco Corporation | The Shyft Group, Inc. | | Commercial Vehicle Group, Inc. | IDEX Corporation | Titan International, Inc. | | Cooper-Standard Holdings Inc. | ITT, Inc. | Trinity Industries, Inc. | | Donaldson Company, Inc. | LCI Industries | Woodward, Inc. |
Peer Group Analysis and Market Compensation Data
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Peer Group Analysis and Market Compensation Data
As shown in the table below, the companies in the Proxy Peer Group are similar to Wabash in terms of revenue and market capitalization:
Peer Group Analysis and Market Compensation Data
| | REVENUE* | MARKET CAPITALIZATION** | | Proxy Peer Group | | | | Range | $964 million – $5.559 billion | $74 million – $15.866 billion | | Median | $2.313 billion | $2.517 billion | | Wabash National Corporation | $2.151 billion | $886 million |
Management Incentive Plan
Management Incentive Plan Our short-term incentive plan, which we call our Management Incentive Plan, or MIP, is designed to reward participants (which include each of the NEOs as well as other key executives and employees) with a cash bonus for meeting or exceeding threshold financial and other performance goals during a calendar year. At the beginning of each year, we establish a target MIP rate for each participant, which is equal to the percentage of the participant’s base salary that he or she will receive as a cash bonus if the MIP goals are achieved at target. However, the actual bonus received may be higher or lower, depending on our financial performance against pre-established performance metrics, which are described in more detail below. We also have the ability, in our discretion, to decrease (or completely eliminate) a participant’s MIP bonus if he or she fails to meet his or her personal performance criteria reviewed during the Company’s employee performance review process.
Management Incentive Plan
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MIP Target Rates
MIP Target Rates After review and consideration of peer group data and discussion with Meridian, the Committee approves target MIP rates for each of our NEOs, expressed as a percentage of base salary. The 2023 target MIP rates for each NEO were as follows:
MIP Target Rates
| | 2023 TARGET MIP RATE | | Mr. Yeagy | 110% | | Mr. Pettit | 75% | | Mr. Smith | 75% | | Mr. Page | 80% | | Ms. Glazner | 75% |
MIP Target Rates
For 2023, we increased Mr. Yeagy’s target MIP rate from 100% to 110%, Mr. Page’s from 70% to 80%, and Mr. Smith’s and Ms. Glazner’s from 70% to 75%, in each case, to more closely align the NEO’s MIP opportunity with competitive market practice.
Performance Metrics and Results for the 2023 MIP
Performance Metrics and Results for the 2023 MIP Payouts under our 2023 MIP were based 70% on annual Operating Income and 30% on average monthly Net Working Capital as a Percentage of Sales (“NWC”). The Committee chose to continue to use Operating Income because it believes it is an important indicator of profitability, future growth and stock performance. The Committee chose to continue to use NWC because operational efficiency and cash flow drives NWC performance, making NWC well suited as an annual performance metric since those are items that management can impact over a shorter time-horizon. We defined Operating Income and NWC under the 2023 MIP as follows:
Performance Metrics and Results for the 2023 MIP
| • | Operating Income means income from operations during 2023 as reported in our financial statements. |
Performance Metrics and Results for the 2023 MIP
| • | Net Working Capital as a Percentage of Sales is calculated as a 13-point monthly average beginning with December 2022 and ending with December 2023, and equals the quotient of (a) total accounts receivable plus inventory minus accounts payable minus customer deposits, divided by (b) net sales, as reported in our financial statements. |
Performance Metrics and Results for the 2023 MIP
Pursuant to the terms of the 2023 MIP, the levels of achievement of Operating Income and NWC are determined after adjusting results to exclude any cumulative effects of the following items, which are generally outside of management’s control or are atypical and outside the Compensation Committee’s purview when establishing the performance goals: changes in GAAP during the year; the transaction costs (including legal, due diligence and investment banking expenses) of any merger, acquisition or divestiture consummated during the performance period that has a total purchase or sale price of more than $20 million; any asset write-down or goodwill impairment expense during the performance period that exceeds $3 million; and the effects of items that are either of an unusual nature or infrequently occurring, as described in Financial Accounting Standards Board Accounting Standards Update No. 2015-01. In addition, the 2023 MIP provides that Operating Income should be adjusted to exclude the cumulative effect of changes in applicable tax laws resulting in a discrete item of tax expense or benefit to the Company during the year and expenses associated with judgments or the settlement of any claims during the year that exceeded $3 million. For 2023, we did not make any such adjustments to Operating Income or NWC. Both the Operating Income and the NWC performance metrics under the MIP may be achieved at a threshold, target or maximum level. The threshold, target and maximum goals were based on various outcomes considered by the Compensation Committee, with the target amounts reflecting the Company’s operating budget approved by the Board.
Performance Metrics and Results for the 2023 MIP
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Performance Metrics and Results for the 2023 MIP
Because annual targets for performance goals are set at levels based on our expected financial performance for the year, the Committee believes that paying at 200% of a performance metric’s target for superior performance (set at 125% of the Operating Income target goal and 85% of the NWC target goal under the Board-approved operating budget) provides appropriate incentive to achieve outcomes clearly exceeding target expectations. However, by establishing a maximum performance goal and capping the potential payout at 200% for achievement of such performance, the Committee believes this reduces the risk that executives might be motivated to pursue excessively high short-term results to maximize short-term payouts, at the expense of the long-term performance of the Company. The Committee further believes that threshold amounts, which are set at 75% of the Operating Income target goal and 115% of the NWC target goal under the Board-approved operating budget, represent sufficient performance to warrant incentive compensation, and that a potential payout equal to 35% of target is appropriate for such an achievement level. If the threshold level of performance for a particular goal is not achieved, the payout for that goal is zero. Actual MIP payouts are interpolated for performance between threshold and target or target and maximum. The chart below details the goals necessary for the NEOs to achieve MIP payout in 2023:
Performance Metrics and Results for the 2023 MIP
| | THRESHOLD (35%) | TARGET (100%) | MAXIMUM (200%) | ACTUAL | % ACHIEVED | | Corporate Operating Income (“OI”) 70% of MIP Award | $165.0 million | $220 million | $275 million | $311.9 million | 200.0% | | Net Working Capital as a Percentage of Sales (“NWC”) 30% of MIP Award | 11.5% | 10.0% | 8.5% or less | 11.2% | 48.0% |
Performance Metrics and Results for the 2023 MIP
Based on the results shown above, the NEOs each received an MIP payout for 2023 equal to 154.4% of target.
Long-Term Incentive Plan
Long-Term Incentive Plan Our Long-Term Incentive Plan, or LTI Plan, is designed to reward our executives, including the NEOs, for increasing stockholder value. It is also intended to be used as an attraction and retention tool in recruiting and promoting executive talent. Consistent with past practice, the Compensation Committee made annual LTI grants to the NEOs in February 2023 after the release of 2022 year-end financial results in connection with a regularly scheduled meeting of the Compensation Committee. For 2023, the Compensation Committee granted a mix of Performance Share Units (PSUs) and Restricted Stock Units (RSUs) to each of the NEOs. As in 2022, the Compensation Committee decided to split each NEO’s target LTIP award value for 2023 equally between RSUs and PSUs. The allocation reflects the Company’s continued focus on executive retention given the current labor market and the challenges of setting multiple-year financial performance goals due to ongoing economic uncertainties. The Committee believes this mix is also appropriate to emphasize its goals of encouraging stock ownership in Wabash, focusing NEOs on long-term growth in stockholder value and setting compensation that is reflective of market practice.
Long-Term Incentive Plan
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Determining LTI Award Values
Determining LTI Award Values In February 2023, the Compensation Committee established the target LTI grant value for each NEO, based on the following factors: level of responsibility, individual performance, peer group data, and the number of shares available under the 2017 Omnibus Incentive Plan. The LTI target grant value that the Compensation Committee established for each of the NEOs in February 2023 was as follows:
Determining LTI Award Values
| | 2023 LTI TARGET GRANT VALUE | | Mr. Yeagy | $4,100,000 | | Mr. Pettit | $975,000 | | Mr. Smith | $950,000 | | Mr. Page | $750,000 | | Ms. Glazner | $750,000 |
Determining LTI Award Values
To determine the total number of RSUs and PSUs to grant to each NEO, we divide the LTI Target Grant Value set forth above by the closing price of our Common Stock on the date of grant, and then we grant half that amount as RSUs and the other half as PSUs. Note that the amount reported in the “Stock Awards” column of the Summary Compensation Table reflects the grant date fair value of the RSUs and PSUs determined in accordance with FASB ASC Topic 718, which may be different that the target grant values reported above.
Summary of Terms of PSUs and RSUs
Summary of Terms of PSUs and RSUs The general terms for the PSUs and RSUs awarded to the NEOs in 2023 are listed below:
Summary of Terms of PSUs and RSUs
| | PSUs | RSUs | | Performance Metrics | • Relative Total Stockholder Return (“RTSR”) • Return on Invested Capital (“ROIC”) | None | | Performance Period | • Three years (2023-2025) for RTSR • Three years (2023-2025) for ROIC | None | | Vesting Period | Earned awards, if any, vest in full on third anniversary of the grant date | Award vests in full on third anniversary of the grant date | | Forfeiture/Settlement | Earned only upon achievement of at least threshold performance level, and paid out in Wabash Common Stock upon vesting | Forfeitable until vesting date, at which time they are settled in Wabash Common Stock |
Summary of Terms of PSUs and RSUs
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Performance Share Unit Performance Metrics
Performance Share Unit Performance Metrics The Committee decided to use the same performance metrics and weighting for the 2023 PSUs as those used in the 2022 and 2021 PSUs, as summarized in the table below:
Performance Share Unit Performance Metrics
| PSUS GRANTED IN 2021, 2022 AND 2023 | | | METRIC | WEIGHTING | | Relative Total Stockholder Return (“RTSR”) | 75% | | Return on Invested Capital (“ROIC”) | 25% |
Performance Share Unit Performance Metrics
The Committee retained RTSR because, among other things, it emphasizes the Company’s focus on long-term stockholder value creation and outperformance versus peers. ROIC was also retained to incentivize the achievement of above-market returns on our cost of capital and to balance the earnings measure in our MIP with a balance sheet measure. RTSR and ROIC are each measured independently of the other in calculating whether LTI Plan participants will earn the PSUs attributable to such metric. However, if the price of our common stock increases by more than a multiple of four between the grant date of the award and the settlement date, then the total number of shares issued in settlement of the PSUs will be reduced by taking the number of shares that would otherwise be issued absent any limitation and multiplying it by a fraction, the numerator of which is four times the fair market value of a share on the date of grant of the PSUs, and the denominator of which is the fair market value of a share on the date immediately before settlement of the award.
Relative Total Stockholder Return
The Cyclical Peer Group companies were approved by the Committee following a review of Meridian’s analysis, which includes assessment of industry relevance, operational and financial similarity, historical stock price correlation and stock price volatility among these companies as compared to that of Wabash. In the event any Cyclical Peer Group company ceases to be an independent, publicly traded company, or enters into a definitive agreement to be acquired by a non-publicly traded company during the performance period, then such company will be removed from the Cyclical Peer Group. A Cyclical Peer Group company that files for bankruptcy at any time during the performance period will remain in the Cyclical Peer Group but and will be deemed to have a total stockholder return of -100%.
Relative Total Stockholder Return
| Wabash Ranking Against Cyclical Peer Group | % of PSUs Earned | | 80th or Greater Percentile | 200% (Maximum) | | 50th Percentile | 100% (Target) | | 25th Percentile | 50% (Threshold) |
Return on Invested Capital
Return on Invested Capital Return on Invested Capital for purposes of the 2023 PSUs will be measured as the three-year average of the trailing 36-month net operating profit after tax on December 31, 2025 divided by the average of month-end invested capital (excluding cash) for each month beginning December 31, 2021 and ending December 31, 2024, but adjusted to exclude the following items, which are generally outside of management’s control or are atypical and outside the Compensation Committee’s purview when establishing the performance goals: any cumulative effects of changes in GAAP during the performance period; cumulative effect of changes in applicable tax laws resulting in a discrete item of tax expense or benefit to the Company during the performance period; the transaction costs (including legal, due diligence and investment banking expenses) of any merger, acquisition or divestiture consummated during the performance period that has a total purchase or sale price of more than $30 million; any asset write-down or goodwill impairment expense during the performance period that exceeds $3 million; expenses associated with judgments or the settlement of any claims during the performance period that exceed $3 million; and the effects of items that are either of an unusual nature or infrequently occurring, as described in Financial Accounting Standards Board Accounting Standards Update No. 2015-01. The chart below shows the level of ROIC performance that is necessary for the NEOs to earn the PSUs tied to such metric:
Return on Invested Capital
| ROIC | % OF PSUs EARNED | | 19% | 200% (Maximum) | | 14% | 100% (Target) | | 11% | 50% (Threshold) |
Payout of 2021 PSUs With Performance Cycle Ending December 31, 2023
Payout of 2021 PSUs With Performance Cycle Ending December 31, 2023 During 2021, we granted PSUs having a performance period which ended on December 31, 2023 under the 2021 LTI Plan. As noted below, the PSUs under the 2021 LTI Plan were based 75% on RTSR and 25% on ROIC. The RTSR was measured over the three-year period beginning January 1, 2021 and ending December 31, 2023, and the ROIC portion was measured over a two-year period beginning January 1, 2022 and ending December 31, 2023.
Payout of 2021 PSUs With Performance Cycle Ending December 31, 2023
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Payout of 2021 PSUs With Performance Cycle Ending December 31, 2023
The chart below details the performance goals and achievement levels of the goals for the PSUs issued under the 2021 LTI Plan:
Payout of 2021 PSUs With Performance Cycle Ending December 31, 2023
| METRIC | WEIGHT | ACTUAL RESULTS | PERFORMANCE LEVEL ACHIEVED | % PSUs TIED TO METRIC EARNED | | RTSR | 75% | 7th Within Peer Group | Exceed Target of 50th Percentile but Below Maximum of 80th Percentile | 155.6% | | ROIC | 25% | 24.3% | Exceed Maximum of 15% | 200% |
Payout of 2021 PSUs With Performance Cycle Ending December 31, 2023
As a result, each NEO earned 166.7% of the total targeted number of PSUs granted to them in February 2021. Each earned PSU vested on February 19, 2023 for the NEOs still employed by us on such date, which was three years from the original date of grant. Upon vesting, each NEO received one share of the Company’s Common Stock for each fully vested PSU. Our 2021 LTIP included similar adjustment provisions for measuring ROIC to those described above for the 2023 PSUs.
Severance and Change in Control Benefits
Severance and Change in Control Benefits
Executive Severance Plan
Executive Severance Plan We maintain the Wabash National Corporation Executive Severance Plan (the “ESP”), which provides severance protections to certain executives who are designated by the Compensation Committee as eligible to participate in the ESP, including all of the NEOs. The ESP is not intended to duplicate any benefits that may be provided under other Company compensation plans or arrangements, but rather to provide benefits to certain executives who agree to execute a release, non-compete, and non-solicitation agreement with the Company upon non-cause based terminations. For additional information regarding the ESP, including definitions of key terms and benefits, see the section below entitled Potential Payments on Termination or Change in Control.
Change in Control Plan
Change in Control Plan We have adopted a Change in Control Plan applicable to NEOs as well as other executives of the Company who are specifically designated by our Board of Directors. We determined that this plan was appropriate based on the prevalence of similar plans within the market, as well as the dynamic nature of the business environment in which we operate. We also believe the Change in Control Plan is an appropriate tool to motivate executive officers to exhibit the proper behavior when considering potential business opportunities because defining compensation and benefits payable under various merger and acquisition scenarios enable the NEOs to set aside personal financial and career objectives and focus on maximizing stockholder value. Furthermore, the Change in Control Plan encourages continuity of the leadership team through the completion of the change in control because the plan does not provide any benefits as the result of an NEO’s voluntary termination of employment. Additional information regarding the Change in Control Plan, including definitions of key terms and a quantification of benefits that would be received assuming a triggering event on December 31, 2023, is set forth below in the Potential Payments on Termination or Change in Control — Payment and Benefit Estimates table.
Change in Control Plan
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Summary Compensation Table for the Year Ended December 31, 2023
Summary Compensation Table for the Year Ended December 31, 2023 The following table summarizes the compensation of the NEOs for the year ended December 31, 2023 and for the years ended December 31, 2022 and 2021.
Summary Compensation Table for the Year Ended December 31, 2023
| NAME AND PRINCIPAL POSITION | YEAR | SALARY | BONUS | STOCK AWARDS (1) | NON-EQUITY INCENTIVE PLAN COMPENSATION (2) | ALL OTHER COMPENSATION (3) | TOTAL | | Brent L. Yeagy President, Chief Executive Officer, Director | 2023 | $1,037,500 | $— | $4,657,736 | $1,783,320 | $134,646 | $7,613,202 | | | 2022 | $978,269 | $— | $4,078,439 | $1,211,156 | $108,787 | $6,376,651 | | | 2021 | $938,461 | $— | $3,500,453 | $107,350 | $59,716 | $4,605,980 | | Michael N. Pettit Senior Vice President and Chief Financial Officer | 2023 | $530,385 | $— | $1,107,610 | $625,320 | $65,819 | $2,329,134 | | | 2022 | $477,500 | $— | $992,098 | $451,878 | $57,461 | $1,978,937 | | | 2021 | $416,923 | $— | $877,808 | $33,618 | $35,322 | $1,363,671 | | Dustin T. Smith Senior Vice President, Chief Operating Officer | 2023 | $520,192 | $— | $1,079,251 | $607,950 | $65,891 | $2,273,284 | | | 2022 | $487,500 | $— | $992,098 | $430,360 | $52,371 | $1,962,329 | | | 2021 | $430,385 | $— | $640,858 | $34,409 | $35,636 | $1,141,288 | | Kevin J. Page Senior Vice President, Chief Commercial Officer | 2023 | $484,423 | $— | $852,001 | $611,424 | $63,211 | $2,011,059 | | | 2022 | $430,385 | $— | $771,609 | $378,716 | $50,621 | $1,631,331 | | | 2021 | $380,769 | $— | $538,538 | $30,849 | $33,434 | $983,590 | | M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary | 2023 | $468,269 | $— | $852,001 | $550,050 | $60,457 | $1,930,777 | | | 2022 | $432,308 | $— | $771,609 | $378,716 | $48,501 | $1,631,134 | | | 2021 | $391,923 | $— | $625,165 | $31,640 | $34,002 | $1,082,730 |
Summary Compensation Table for the Year Ended December 31, 2023
| (1) Amounts represent the aggregate grant date fair value of grants of RSUs and PSUs made to each NEO during 2023 under the Company’s 2023 LTI Plan, as computed in accordance with FASB ASC Topic 718, which (1) excludes the effect of estimated forfeitures and (2) assumes that the PSUs are earned at Target. The amounts shown for the PSU awards at the “Target” performance levels are as follows: Mr. Yeagy – $2,607,728; Mr. Pettit – $620,119; Mr. Smith – $604,241; Mr. Page – $477,008; and Ms. Glazner – $477,008. If the Company achieves “Maximum” performance levels for both PSU performance metrics, then the value of the PSUs would be as follows: Mr. Yeagy – $4,100,016; Mr. Pettit – $974,981.; Mr. Smith – $950,019; Mr. Page – $749,986; and Ms. Glazner – $749,986. Further information regarding the valuation of equity awards can be found in Note 16 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table for the Year Ended December 31, 2023
| (2) Represents amounts paid pursuant to our MIP. |
Summary Compensation Table for the Year Ended December 31, 2023
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Summary Compensation Table for the Year Ended December 31, 2023
| (3) Amounts in this column consist of the following amounts: |
Summary Compensation Table for the Year Ended December 31, 2023
| NAME | COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS (a) | EXECUTIVE PHYSICAL (b) | OTHER (c) | TOTAL ALL OTHER COMPENSATION | | Brent L. Yeagy | $126,033 | $6,185 | $2,428 | $134,646 | | Michael N. Pettit | $59,664 | $6,175 | $— | $65,819 | | Dustin T. Smith | $58,326 | $6,177 | $1,388 | $65,891 | | Kevin J. Page | $57,034 | $6,177 | $— | $63,211 | | M. Kristin Glazner | $53,933 | $6,524 | $— | $60,457 |
Summary Compensation Table for the Year Ended December 31, 2023
| (a) Includes Company matches of amounts deferred by an NEO into the Company’s 401(k) and non-qualified deferred compensation plans. |
Summary Compensation Table for the Year Ended December 31, 2023
| (b) Includes a tax gross up on the reimbursement of the executive physical for the following amounts: Mr. Yeagy – $1,185; Mr. Pettit – $1,175; Mr. Smith – $1,177; Mr. Page – $1,177; Ms. Glazner – $1,524. |
Summary Compensation Table for the Year Ended December 31, 2023
| (c) Represents the value of Company paid travel expenses for the NEO’s spouse to attend various business trips. |
Summary Compensation Table for the Year Ended December 31, 2023
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Grants of Plan-Based Awards for the Year Ended December 31, 2023
Grants of Plan-Based Awards for the Year Ended December 31, 2023 The following table summarizes the awards we made under our MIP and LTI Plan to our NEOs in 2023.
Grants of Plan-Based Awards for the Year Ended December 31, 2023
| | | ESTIMATED POSSIBLE PAYOUTS UNDER NON- EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (3) (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (4) ($) | | NAME | GRANT DATE (1) | THRESHOLD ($) (35%) | TARGET ($) (100%) | MAXIMUM ($) (200%) | THRESHOLD (#) (50%) | TARGET (#) (100%) | MAXIMUM (#) (200%) | | | | Brent L. Yeagy | | $404,250 | $1,155,000 | $2,310,000 | | | | | | | | 2/15/2023 | | | | 35,890 | 71,779 | 143,558 | | $2,607,728 | | | 2/15/2023 | | | | | | | 71,779 | $2,050,008 | | Michael N. Pettit | | $141,750 | $405,000 | $810,000 | | | | | | | | 2/15/2023 | | | | 8,535 | 17,069 | 34,138 | | $620,119 | | | 2/15/2023 | | | | | | | 17,069 | $487,491 | | Dustin T. Smith | | $137,813 | $393,750 | $787,500 | | | | | | | | 2/15/2023 | | | | 8,316 | 16,632 | 33,264 | | $604,241 | | | 2/15/2023 | | | | | | | 16,632 | $475,010 | | Kevin J. Page | | $138,600 | $396,000 | $792,000 | | | | | | | | 2/15/2023 | | | | 6,565 | 13,130 | 26,260 | | $477,008 | | | 2/15/2023 | | | | | | | 13,130 | $374,993 | | M. Kristin Glazner | | $124,688 | $356,250 | $712,500 | | | | | | | | 2/15/2023 | | | | 6,565 | 13,130 | 26,260 | | $477,008 | | | 2/15/2023 | | | | | | | 13,130 | $374,993 |
Grants of Plan-Based Awards for the Year Ended December 31, 2023
| (1) These columns show potential cash payouts under our 2023 MIP as described in the section titled “Management Incentive Plan” in the CD&A. The amount shown as the “threshold” payout assumes both performance goals under the 2023 MIP were achieved at the threshold level, though actual payouts could be less. |
Grants of Plan-Based Awards for the Year Ended December 31, 2023
| (2) Represents the potential payout range of PSUs granted in 2023 pursuant to the 2017 Omnibus Incentive Plan. |
Grants of Plan-Based Awards for the Year Ended December 31, 2023
| (3) Represents the number of RSUs granted in 2023 pursuant to the 2017 Omnibus Incentive Plan. |
Grants of Plan-Based Awards for the Year Ended December 31, 2023
| (4) The amounts shown in this column represent the grant date fair market value of the PSUs and RSUs, as determined pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures. The amount reported for the PSUs represents the grant date fair value assuming the target performance goals were met. |
Grants of Plan-Based Awards for the Year Ended December 31, 2023
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Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table summarizes all equity awards that were granted in 2023 and prior years that remain outstanding as of December 31, 2023.
Outstanding Equity Awards as of December 31, 2023
| NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT YET VESTED (#) (1) | MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($) (2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT YET VESTED ($) (2) | | Brent L. Yeagy | | | | | | | | | | | | — | — | — | — | — | 437,609 | $11,211,535 | 249,762 | $6,398,902 | | Michael N. Pettit | 2/17/2015 | 1,500 | — | $14.16 | 2/17/2025 | — | — | — | — | | | — | — | — | — | — | 108,004 | $2,767,057 | 60,559 | $1,551,522 | | Dustin T. Smith | | | | | | | | | | | | — | — | — | — | — | 90,042 | $2,306,874 | 60,340 | $1,545,911 | | Kevin J. Page | — | — | — | — | — | 73,192 | $1,875,170 | 47,027 | $1,204,832 | | M. Kristin Glazner | | | | | | | | | | | | — | — | — | — | — | 77,218 | $1,978,314 | 47,027 | $1,204,832 |
Outstanding Equity Awards as of December 31, 2023
| 58 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Outstanding Equity Awards as of December 31, 2023
| (1) This column includes all outstanding RSUs plus the PSUs for which the performance period was completed as of December 31, 2023, but that remained unvested and subject to a continued employment requirement. The vesting dates of these awards are as follows: |
Outstanding Equity Awards as of December 31, 2023
| NAME | VESTING DATE | NUMBER OF UNITS | | Brent L. Yeagy | 2/18/2024 | 258,894* | | | 2/16/2025 | 106,936 | | | 2/15/2026 | 71,779 | | Michael N. Pettit | 2/18/2024 | 64,923* | | | 2/16/2025 | 26,012 | | | 2/15/2026 | 17,069 | | Dustin T. Smith | 2/18/2024 | 47,398* | | | 2/16/2025 | 26,012 | | | 2/15/2026 | 16,632 | | Kevin K. Page | 2/18/2024 | 39,831* | | | 2/16/2025 | 20,231 | | | 2/15/2026 | 13,130 | | M. Kristin Glazner | 2/18/2024 | 43,857* | | | 2/16/2025 | 20,231 | | | 2/15/2026 | 13,130 |
Outstanding Equity Awards as of December 31, 2023
| * Combines the RSUs and earned PSUs that were granted on 2/18/2021. |
Outstanding Equity Awards as of December 31, 2023
| (2) Market value is equal to the closing price of our common stock on December 29, 2023 (the last trading day of the year) as reported on the NYSE ($25.62 per share), times the number of unvested shares. |
Outstanding Equity Awards as of December 31, 2023
| (3) The number of PSUs shown in this column reflects the maximum performance level for the 2022 awards and the threshold performance level for the 2023 awards in accordance with SEC regulations requiring that the number of PSUs shown be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance. The vesting dates for these awards are as follows: |
Outstanding Equity Awards as of December 31, 2023
| NAME | VESTING DATE | NUMBER OF UNITS | | Brent L. Yeagy | 2/16/2025 | 213,872 | | | 2/15/2026 | 35,890 | | Michael N. Pettit | 2/16/2025 | 52,024 | | | 2/15/2026 | 8,535 | | Dustin T. Smith | 2/16/2025 | 52,024 | | | 2/15/2026 | 8,316 | | Kevin K. Page | 2/16/2025 | 40,462 | | | 2/15/2026 | 6,565 | | M. Kristin Glazner | 2/16/2025 | 40,462 | | | 2/15/2026 | 6,565 |
Outstanding Equity Awards as of December 31, 2023
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Option Exercises and Stock Vested During 2023
Option Exercises and Stock Vested During 2023 The following table sets forth information concerning the exercise of options and the vesting of stock awards during 2023 by each of the NEOs:
Option Exercises and Stock Vested During 2023
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) (1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (2) | | Brent L. Yeagy | — | — | 249,645 | $7,039,989 | | Michael N. Pettit | 510 | $7,096 | 71,390 | $2,013,198 | | Dustin T. Smith | 2,267 | $30,105 | 51,243 | $1,445,053 | | Kevin K. Page | — | — | 39,418 | $1,111,588 | | M. Kristin Glazner | 750 | $10,148 | 32,849 | $926,342 |
Option Exercises and Stock Vested During 2023
| (1) Calculated as the number of shares received on exercise multiplied by the difference between the market price of our stock at the time of exercise and the exercise price of the options. |
Option Exercises and Stock Vested During 2023
| (2) Calculated as the number of shares vested multiplied by the market price of stock on the date of vesting. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The table below sets forth, for each NEO, information regarding participation in our non-qualified deferred compensation plan.
Non-Qualified Deferred Compensation
| NAME | EXECUTIVE CONTRIBUTION (IN LAST FY) (1) | REGISTRANT CONTRIBUTION (IN LAST FY) (2) | AGGREGATE EARNINGS (IN LAST FY) (3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS | AGGREGATE BALANCE (AT LAST FYE) (4) | | Brent L. Yeagy | $408,539 | $112,833 | $282,224 | $100,465 | $2,434,153 | | Michael N. Pettit | $89,608 | $46,228 | $154,950 | $58,919 | $1,222,693 | | Dustin T. Smith | $134,436 | $45,126 | $298,511 | $141,925 | $1,724,422 | | Kevin J. Page | $140,156 | $43,834 | $62,704 | — | $652,081 | | M. Kristin Glazner | $55,599 | $40,733 | $49,386 | — | $422,889 |
Non-Qualified Deferred Compensation
| (1) Amounts reflected in this column represent a portion of each NEO’s salary deferred in 2023. It also reflects the portion of the MIP award earned in 2023, but not paid until 2024, that each NEO elected to defer. 100% of these amounts are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table. |
Non-Qualified Deferred Compensation
| (2) Represents Company matching contributions. 100% of these amounts are also included in the Summary Compensation Table under the “All Other Compensation” column. |
Non-Qualified Deferred Compensation
| (3) Amounts reflected in this column include changes in plan values during the last fiscal year, as well as any dividends and interest earned by the plan participant with regard to the investment funds chosen by such participant during the fiscal year. No portion of this amount was reported in the Summary Compensation Table for 2023. |
Non-Qualified Deferred Compensation
| 60 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Non-Qualified Deferred Compensation
| (4) The following represents the extent to which the amounts that are reported in this aggregate balance column were previously reported as compensation to our NEOs in our Summary Compensation Table in years prior to 2023: |
Non-Qualified Deferred Compensation
| NAME | PRIOR YEARS ($) | | Brent L. Yeagy | $1,369,661 | | Michael N. Pettit | $622,505 | | Dustin T. Smith | $542,242 | | Kevin J. Page | $334,613 | | M. Kristin Glazner | $161,033 |
Potential Payments on Termination or Change in Control
Potential Payments on Termination or Change in Control The section below describes the payments that may be made to NEOs in connection with a change in control or pursuant to certain termination events in 2023.
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates The table below shows the estimated payments that would have been made to the NEOs pursuant to the policies and agreements described above assuming the applicable triggering event occurred on December 31, 2023 and using the share price of $25.62 for our Common Stock as of December 29, 2023, which was the closing price on the NYSE on the last trading day of 2023. The tables below assume that the NEO executes of a release and fully complies with any restrictive covenants and other requirements to receive benefits under the Company’s plans and policies described above.
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| NAME | CASH SEVERANCE (1) | PRO-RATA MIP BONUS (2) | ACCELERATED VESTING OF PSUs (3)(4) | ACCELERATED VESTING OF RSUs (3)(5) | ACCELERATED VESTING OF STOCK OPTIONS (3)(6) | WELFARE BENEFITS CONTINUATION (7) | TOTAL ($) | | Brent L. Yeagy | | | | | | | | | Termination Without Cause | $4,410,000 | $1,783,320 | — | — | — | $61,090 | $6,254,410 | | Termination Following a Change in Control | $6,615,000 | $1,155,000 | $11,464,225 | $7,065,689 | — | $48,317 | $26,348,231 | | Change in Control Only (3) | — | — | $11,464,225 | $7,065,689 | — | — | $18,529,914 | | Retirement | — | — | $8,105,263 | $5,226,711 | — | — | $13,331,974 | | Termination due to Death or Disability | — | — | $11,464,225 | $7,065,689 | — | — | $18,529,914 | | Michael N. Pettit | | | | | | | | | Termination Without Cause | $1,417,500 | $625,320 | — | — | — | $53,317 | $2,096,137 | | Termination Following a Change in Control | $1,890,000 | $405,000 | $2,809,817 | $1,727,403 | — | $48,317 | $6,880,537 | | Change in Control Only (3) | — | — | $2,809,817 | $1,727,403 | — | — | $4,537,220 | | Retirement | — | — | $2,001,121 | $1,290,095 | — | — | $3,291,216 | | Termination due to Death or Disability | — | — | $2,809,817 | $1,727,403 | — | — | $4,537,220 | | Dustin T. Smith | | | | | | | | | Termination Without Cause | $1,378,125 | $607,950 | — | — | — | $53,317 | $2,039,392 | | Termination Following a Change in Control | $1,837,500 | $393,750 | $2,517,983 | $1,547,858 | — | $48,317 | $6,345,408 | | Change in Control Only | — | — | $2,517,983 | $1,547,858 | — | — | $4,065,841 | | Retirement | — | — | $1,718,613 | $1,121,746 | — | — | $2,840,359 | | Termination due to Death or Disability | — | — | $2,517,983 | $1,547,858 | — | — | $4,065,841 | | Kevin J. Page | | | | | | | | | Termination Without Cause | $1,336,500 | $611,424 | — | — | — | $43,680 | $1,991,604 | | Termination Following a Change in Control | $1,782,000 | $396,000 | $2,010,879 | $1,237,318 | — | $38,680 | $5,464,877 | | Change in Control Only | — | — | $2,010,879 | $1,237,318 | — | — | $3,248,197 | | Retirement | — | — | $1,385,008 | $900,927 | — | — | $2,285,935 | | Termination due to Death or Disability | — | — | $2,010,879 | $1,237,318 | — | — | $3,248,197 |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| 64 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| NAME | CASH SEVERANCE (1) | PRO-RATA MIP BONUS (2) | ACCELERATED VESTING OF PSUs (3)(4) | ACCELERATED VESTING OF RSUs (3)(5) | ACCELERATED VESTING OF STOCK OPTIONS (3)(6) | WELFARE BENEFITS CONTINUATION (7) | TOTAL ($) | | M. Kristin Glazner | | | | | | | | | Termination Without Cause | $1,246,875 | $550,050 | — | — | — | $44,974 | $1,841,899 | | Termination Following a Change in Control | $1,662,500 | $356,250 | $1,915,212 | $1,436,129 | — | $39,974 | $5,410,065 | | Change in Control Only | — | — | $1,915,212 | $1,436,129 | — | — | $3,351,341 | | Retirement | — | — | $1,289,341 | $1,099,739 | — | — | $2,389,080 | | Termination due to Death or Disability | — | — | $1,915,212 | $1,436,129 | — | — | $3,351,341 |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| (1) For each of the NEOs, cash severance amounts are determined under the ESP for terminations without cause and under the Change in Control plan for a Qualifying Termination following a Change in Control. |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| (2) If an NEO were terminated as of December 31, 2023 under circumstances entitling them to severance under the ESP or the Change in Control Plan, then they would be entitled to their full MIP actual bonus for 2023 or their Target Annual Bonus (as defined above), respectively. |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| (3) The amounts shown for a Change in Control Only assumes purchaser did not assume outstanding equity awards. If purchaser did assume outstanding awards, no accelerated vesting would occur. |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| (4) Amounts reflected in this column for “Termination Following a Change in Control,” “Change in Control Only” and “Termination due to Death or Disability” include (i) the value of the earned PSUs granted in 2020 for which the performance period ended on December 31, 2023, (ii) the value of the unearned performance share units granted in 2021 based on the performance trend as of December 31, 2023, and (iii) the value of the unearned PSUs granted in 2023, assuming target performance. Amounts reflected in this column for “Retirement” include the performance share units described in (i) and a pro-rata portion of the performance share units described in (ii) and (iii). |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| (5) Amounts reflected in this column for “Termination Following a Change in Control,” Change in Control Only” and “Termination due to Death or Disability” include all outstanding restricted stock units, and amounts reflected for “Retirement” included all RSUs granted prior to January 1, 2023. |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| (6) All outstanding stock options were vested as of December 31, 2023, so no amount would be accelerated upon a Change in Control or termination of employment. |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| (7) Includes the value of outplacement counseling services and reimbursement for welfare benefits continuation. |
Pay Ratio Disclosure
Pay Ratio Disclosure Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our principal executive officer, our CEO, Mr. Yeagy, to our median employee’s annual total compensation. For 2023, we determined that there had been no material change in our employee population or employee compensation arrangements as compared to 2021 and 2022 that would result in a significant change to our pay ratio disclosure, meaning that, pursuant to Item 402(u) of Regulation S-K, we would be permitted to use the same median employee as in 2021 and 2022. Due to a change in the individual circumstances of the median employee selected in 2021, for 2022 we substituted a median employee whose pay was substantially similar to the median employee selected for 2021. We used that same median employee that we identified in 2022 as our 2023 median employee. We identified our median employee for 2021 using a multi-step process, as detailed below:
Pay Ratio Disclosure
| • | We determined, as of November 1, 2021, our gross employee population of individuals working at our parent company and consolidated subsidiaries, which was 6,524 employees. This population consisted of our full-time, part-time, and temporary employees. We do not have any seasonal employees. |
Pay Ratio Disclosure
| • | As permitted under the SEC’s 5% de minimis rule, we adjusted the employee population to exclude 312 non-U.S. employees (approximately 4.78% of the employee population) who worked in Mexico at that time. |
Pay Ratio Disclosure
| • | Based on the exclusion of the employees who work in Mexico, our adjusted employee population consisted of 6,212 U.S. employees. |
Pay Ratio Disclosure
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Pay Ratio Disclosure
| • | We then identified our median employee from our adjusted employee population (excluding our CEO) based on total 2021 W-2 earnings. We used W-2 compensation as our consistently applied compensation measure for 2021 (rather than base compensation that we have used for determining our median employee in past disclosures) because W-2 data is more readily available in our current payroll system. |
Pay Ratio Disclosure
To calculate our ratio for 2023, we calculated the annual total compensation of the median employee and our CEO using the methodology required for disclosure of annual total compensation in the Summary Compensation Table, except that, as permitted by the SEC’s rules, we included the value of compensation provided to the median employee and to our CEO under our nondiscriminatory group health and life insurance programs that are available generally to all salaried employees. The aggregate value of the nondiscriminatory benefits included in the annual total compensation amounts reported below was $17,033 for our CEO and $63.36 for the median employee. The difference between our CEO’s annual total compensation as reported below for purposes of the CEO pay ratio disclosure and his annual total compensation as reported in the Summary Compensation Table is attributable to the inclusion of those nondiscriminatory benefits solely for purposes of determining the CEO pay ratio. The CEO pay ratio reported below was determined using reasonable estimates as permitted by the SEC’s rules. This ratio should not be used as a comparison with pay ratios disclosed by other companies, as there may be material differences in the methodologies used by other companies to estimate their CEO pay ratios, as well as differences in worker populations, geographic locations, business strategies and compensation practices.
Pay Ratio Disclosure
| Annual Total Compensation of the CEO | $7,627,806 | | Annual Total Compensation of the Median Employee | $46,627 | | Ratio of CEO Annual Total Compensation to Median Employee Annual Total Compensation | 164:1 |
Pay Ratio Disclosure
| 66 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In August 2022, the SEC adopted rules relating to Section 14(i) of the Securities Exchange Act of 1934, including Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires us to disclose information that compares our named executive officer (“NEO”) compensation actually paid to certain financial performance measures. The table below sets forth our pay versus performance disclosure, in accordance with SEC Item 402(v) of Regulation S-K.
Pay Versus Performance Disclosure
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (e) | WNC TSR ($) (f) | Dow Jones Transportation Index TSR ($) (g) | Net Income (loss) attributable to common stockholders ($ in thousands) (h) | Operating income (loss) ($ in thousands) (i) | | 2023 | 7,613,202 | 10,805,272 | 2,136,064 | 2,761,160 | 182.57 | 144.43 | 231,855 | 311,900 | | 2022 | 6,376,651 | 11,520,453 | 1,800,933 | 2,836,840 | 164.25 | 122.97 | 112,258 | 166,642 | | 2021 | 4,605,980 | 4,901,091 | 1,142,820 | 1,203,318 | 138.99 | 149.86 | 1,164 | 33,542 | | 2020 | 4,404,651 | 5,805,674 | 1,186,603 | (801,039) | 120.30 | 119.65 | (97,412) | (85,608) |
Pay Versus Performance Disclosure
| (a) This statement includes four years (2020, 2021, 2022 and 2023) rather than five because this is a transition year for a new regulation. |
Pay Versus Performance Disclosure
| (b) The principal executive officer (“PEO”) is Brent L. Yeagy for all years shown. |
Pay Versus Performance Disclosure
| (c) Compensation actually paid (CAP) for 2023 to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. |
Pay Versus Performance Disclosure
| PEO | Brent L. Yeagy | | SCT Total Compensation ($) | 7,613,202 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (4,657,736) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 4,332,887 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 1,889,251 | | Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | 1,637,668 | | Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | | Compensation Actually Paid ($) | 10,805,272 |
Pay Versus Performance Disclosure
| (d) The following are included in the average figures shown: |
Pay Versus Performance Disclosure
2021, 2022 and 2023: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner 2020: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner, Jeffery L. Taylor, Melanie D. Margolin
Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
| (e) Compensation actually paid (CAP) to our non-PEO NEOs for 2023 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. |
Pay Versus Performance Disclosure
| Non-PEO NEOs | See column (d) note above | | SCT Total Compensation ($) | 2,136,064 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (988,466) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 902,786 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 391,144 | | Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | 319,633 | | Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | | Compensation Actually Paid ($) | 2,761,160 |
Pay Versus Performance Disclosure
| (f) Represents the total shareholder return (TSR) of Wabash for the measurement periods ending December 31 of each of 2021, 2022 and 2023, respectively. |
Pay Versus Performance Disclosure
| (g) Represents the TSR of the Dow Jones Transportation Index for the measurement periods ending on December 31 of each of 2021, 2022 and 2023, respectively. |
Pay Versus Performance Disclosure
| (h) Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2021, 2022 and 2023. |
Pay Versus Performance Disclosure
| (i) Company-selected Measure is Operating Income. |
Pay Versus Performance Disclosure
| 68 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023 The four performance measures listed below represent the most important metrics we used to link CAP to Company performance for 2023 as further described in our Compensation Discussion and Analysis.
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| Most Important Performance Measures | | 1. Operating Income | | 2. Relative Total Shareholder Return | | 3. Average Return on Invested Capital | | 4. Net Working Capital as a Percentage of Sales |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
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Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| Equity Compensation Plan Information |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
The following table summarizes information regarding our equity compensation plan as of December 31, 2023:
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| PLAN CATEGORY | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (1) | WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (2) | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (3) | | Equity Compensation Plans Approved by Security Holders | 1,325,047 | $14.06 | 1,843,555 | | Equity Compensation Plans Not Approved by Security Holders | — | — | — | | Total | 1,325,047 | $14.06 | 1,843,555 |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| (1) Consists of shares of Common Stock to be issued upon the exercise of outstanding options, and the settlement of unvested RSUs and PSUs (assuming target payout for any PSUs that were outstanding as of December 31, 2023), granted under the Wabash National Corporation 2011 Omnibus Incentive Plan (the “2011 Plan”), and the Wabash National Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”). |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| (2) Consists of the weighted average exercise price of outstanding options. Because participants do not need to pay us anything to receive shares upon the vesting of RSUs and PSUs, the weighted average exercise price does not take these awards into account. |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| (3) Consists of shares of Common Stock available for future issuance pursuant to the 2017 Plan. |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| WABASH NATIONAL CORPORATION | 2024 Proxy Statement | 71 |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
At our 2023 Annual Meeting, we held a non-binding, advisory stockholder vote on the frequency of future advisory stockholder votes on the compensation of our NEOs. Our stockholders expressed a preference that advisory stockholder votes on the compensation of our NEOs be held on an annual basis. The Company will ask its stockholders to consider an advisory vote on the compensation of our NEOs every year until the next vote of our stockholders on the frequency of such advisory votes at our 2029 annual meeting of stockholders pursuant to applicable SEC rules, at which time we will consider the outcome of the vote and decide how frequently to hold such future advisory votes. Accordingly, as required by Section 14A of the Exchange Act, we are asking stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of the NEOs of our Company. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. We urge you to read the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of this Proxy Statement, which begin on page 39 and 55, respectively, as such sections provide details on the Company’s compensation programs and policies for our executive officers, including the 2023 compensation of our NEOs. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive officers’ compensation. This say-on-pay vote is an advisory vote that is not binding on us. The approval or disapproval by stockholders will not require the Board or the Compensation Committee to take any action regarding the Company’s executive compensation practices. The final decisions on the compensation and benefits of our NEOs and on whether, and if so, how, to address stockholder disapproval remain with the Board and the Compensation Committee. The Board believes that the Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, objective, and competitive compensation recommendations and decisions that are in the best interests of Wabash and its stockholders. However, the Board and our Compensation Committee value the opinions expressed by stockholders in their vote on this proposal, and will carefully consider the outcome of the vote when making future compensation decisions with respect to our executive officers. In that regard, the Board and our Compensation Committee carefully considered the results of last year’s say-on-pay vote, in which over 97% of voting stockholders voted in favor of our say-on-pay proposal, and took such results into account by continuing to emphasize the core principles of our compensation philosophy and best practices of our compensation programs. The Board urges you to carefully review the CD&A section of this Proxy Statement, together with the executive compensation tables, and to approve the following resolution: “RESOLVED, that the stockholders hereby approve on an advisory basis the compensation paid to the Wabash National Corporation named executive officers, as disclosed in the Wabash National Corporation Proxy Statement pursuant to the rules of the Securities and Exchange Commission (including the Compensation Discussion and Analysis, compensation tables and narrative discussion).”
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| 72 | 2024 Proxy Statement | WABASH NATIONAL CORPORATION |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| The Board of Directors UNANIMOUSLY recommends that you vote “FOR” the approval of compensation of our named executive officers, as disclosed in this Proxy Statement. |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| WABASH NATIONAL CORPORATION | 2024 Proxy Statement | 73 |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2023
| Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm |