DEF 14A of Wabash National Corp
Filed Apr 1, 2025 · FY20240001193125-25-070389
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 | 61 | November 2019 | Managing Director, NuVentures LLC | Yes | No | | John G. Boss | 65 | December 2017 | Former President and Chief Executive Officer, Momentive Performance Materials Inc. | Yes | Yes | | Trent J. Broberg | 43 | September 2022 | Chief Executive Officer, ACERTUS | Yes | No | | Larry J. Magee | 70 | January 2005 | President, Magee Ventures Group | Yes | No | | Ann D. Murtlow | 64 | February 2013 | President and Chief Executive Officer, North Sound LLC | Yes | Yes | | Sudhanshu Priyadarshi | 48 | November 2022 | Chief Financial Officer and President, International, Keurig Dr Pepper Inc. (KDP) | Yes | No | | Scott K. Sorensen | 63 | May 2005 | Former President, Thatcher Company, Inc. | Yes | No | | Stuart A. Taylor II | 64 | August 2019 | Chief Executive Officer, The Taylor Group LLC | Yes | Yes | | Brent L. Yeagy | 54 | October 2016 | President and Chief Executive Officer, Wabash National Corporation | No | No |
Board Nominees (page 19)
| 12 | 2025 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 | | | ● | | | ● | ● | ● | | | Mergers and Acquisitions (“M&A”) | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology/Cybersecurity | | | ● | | ● | ● | ● | ● | | | Distribution and Digital Marketplace | ● | | ● | ● | | ● | | | | | Competitive Pricing/Sales | | ● | ● | ● | | | | | ● | | ESG | ● | ● | | ● | ● | | | | ● | | Strategy | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Approval of the Wabash National Corporation 2025 Omnibus Incentive Plan (page 78)
| • | Limits on non-employee director compensation of $750,000 per year |
Information on Directors Standing for Election
Information on Directors Standing for Election The biography 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: 61 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
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Information on Directors Standing for Election
| John G. Boss Age: 65 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 | 2025 Proxy Statement | WABASH NATIONAL CORPORATION |
Information on Directors Standing for Election
| Trent J. Broberg Age: 43 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: 70 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, sales, development, manufacturing, retail and strategic expertise reflected in Mr. Magee’s biography throughout his 40-year industry tenure, including his prior chief executive officer performance, his participation on our Board and his M&A and executive management experience, support the Board’s conclusion that he should again be nominated as a director. |
Information on Directors Standing for Election
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Information on Directors Standing for Election
| Ann D. Murtlow Age: 64 Director since: February 2013 | Ms. Murtlow has served as the president and CEO of North Sound LLC since 2024, through which she offers consulting services. 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. She has served on the Board of Directors of U.S. Water Systems LLC since October 2024. 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, her experience in the domestic and international unregulated energy business, and her experience in M&A, heavy industrial operations and business sustainability, support the Board’s conclusion that she should again be nominated as a director. |
Information on Directors Standing for Election
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Information on Directors Standing for Election
| Sudhanshu Priyadarshi Age: 48 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
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Information on Directors Standing for Election
| Scott K. Sorensen Age: 63 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 M&A, 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
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Information on Directors Standing for Election
| Stuart A. Taylor II Age: 64 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 Atmus Filtration Technologies Inc., 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
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Information on Directors Standing for Election
| Brent L. Yeagy Age: 54 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
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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 at the beginning of 2024. As a result of such review, at the February 2024 Board meeting and based upon the recommendation of our Compensation Committee, the Board approved an increase of $10,000 to the equity portion of the annual Board retainer and a $10,000 increase in the retainer for the Chairperson of the Board, resulting in the following annual retainers for 2024:
Director Compensation
| 2024 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 $140,000. Restricted stock units vest in full on the first anniversary of the grant date. |
Director Compensation
The following table summarizes the compensation paid to our directors during 2024, other than Mr. Yeagy, whose compensation is discussed below under Executive Compensation.
Director Compensation
| Director Compensation for the Year Ended December 31, 2024 | | | | | | NAME | (1) FEES EARNED OR PAID IN CASH ($) | (2) STOCK AWARDS ($) | (3) ALL OTHER COMPENSATION ($) | TOTAL ($) | | Larry J. Magee | $196,000 | $140,015 | $7,840 | $343,855 | | Therese M. Bassett | $106,000 | $140,015 | $— | $246,015 | | John G. Boss | $103,000 | $140,015 | $— | $243,015 | | Trent J. Broberg | $96,000 | $140,015 | $— | $236,015 | | Ann D. Murtlow | $103,000 | $140,015 | $— | $243,015 | | Sudhanshu Priyadarshi | $98,000 | $140,015 | $3,920 | $241,935 | | Scott K. Sorensen | $108,000 | $140,015 | $4,320 | $252,335 | | Stuart A. Taylor II | $105,000 | $140,015 | $— | $245,015 |
Director Compensation
| (1) Consists of cash fees earned in 2024 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 6,307 restricted stock units on May 22, 2024, which vest on May 22, 2025. As of December 31, 2024, each non-employee director held 6,307 unvested restricted stock units. |
Director Compensation
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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. |
Director Compensation
FW Cook again reviewed our director compensation with the Compensation Committee at the beginning of 2025. Following such review, at the February 2025 Board meeting and based upon the recommendation of our Compensation Committee, the Board approved an increase of $10,000 to the equity portion of the annual Board retainer, resulting in the following annual retainers for 2025:
Director Compensation
| 2025 ANNUAL RETAINERS (1) | AMOUNT | | Board | $230,000(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 $150,000. Restricted stock units vest in full on the first anniversary of the grant date. |
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 Best Practices
| PRACTICES WE EMPLOY | | | | Pay for Performance | | | Market Competitive Executive Severance/Change in Control Policy | | | Annual Review of our Peer Group | | | Engage Independent Compensation Consulting Firm | | | Annual NEO Performance and Pay Review | | | Rigorous Stock Ownership Requirements for Executives and Non-Employee Directors | | | Incentive Compensation Designed to Discourage Excessive Risk-Taking | | | Compensation Recovery Policy |
Compensation Best Practices
| PRACTICES WE AVOID | | | | Pledging, Hedging, and Short Sales of Our Stock | | | Repricing Underwater Stock Options or Stock Appreciation Rights Without Stockholder Approval | | | Employment Contracts | | | Executive Pension Plans | | | Substantial Perquisites | | | Having Non-Independent Directors on the Compensation Committee | | | Single Trigger Change in Control Benefits |
Compensation Objectives and Philosophy
| • | Deliver a meaningful proportion of NEO compensation in share-based incentives – In 2024, approximately 64% of Mr. Yeagy’s total direct compensation (i.e., base salary, target short-term incentive and target long-term incentive), and on average approximately 51% 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. The Compensation Committee engaged FW Cook as its independent compensation consultant beginning in August 2023 and continued to retain FW Cook during 2024. FW Cook’s engagement during 2024 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, analyses of compensation peer groups, and other ad hoc support. FW Cook has not and does not provide any other services to Wabash. The Compensation Committee evaluated FW Cook 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 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.
The Role of Independent Compensation Consultant
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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. FW Cook provided the Compensation Committee with market data for purposes of setting 2024 compensation from the following three sources: (i) published proxies of companies specifically selected as proxy peer companies (the “Proxy Peer Group”), (ii) the proprietary Equilar database; and (iii) the FW Cook Executive Compensation Survey. In setting 2024 compensation, the Committee utilized data from the Proxy Peer Group as the primary data source to assess the competitive positioning for all NEO’s target compensation. Data from the Equilar database and FW Cook’s Executive Compensation Survey were considered secondary data sources. 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. For purposes of setting executive compensation levels for 2024, FW Cook relied on the same peer group we used for setting compensation in 2023, which included the following companies that were selected for being in a similar industry and having similar revenue and market capitalization as Wabash.
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
Later in 2024, the Compensation Committee did a fulsome review of the companies included in the 2023 Proxy Peer Group with the help of FW Cook, which included the following steps:
Peer Group Analysis and Market Compensation Data
| • | Considering a range of publicly traded manufacturing and transportation companies, as our current NEOs could serve as a pool of talent for these types of companies; |
Peer Group Analysis and Market Compensation Data
| • | Filtering these companies by their similarity to Wabash in size and complexity; |
Peer Group Analysis and Market Compensation Data
| • | Applying other qualitative criteria including adjacency to the trucking industry, lines of operation, among other additional criteria; and |
Peer Group Analysis and Market Compensation Data
| • | Considering any companies from the 2023 Proxy Peer Group or other compensation peer groups that include Wabash as a constituent. |
Peer Group Analysis and Market Compensation Data
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Peer Group Analysis and Market Compensation Data
In August 2024, we selected the following 2024 Proxy Peer Group, which consists of 11 companies from the 2023 Proxy Peer Group and 10 new companies based on the above criteria:
Peer Group Analysis and Market Compensation Data
| 2024 PROXY PEER GROUP (APPROVED AUGUST 2024) | | | | A.O. Smith Corporation | Federal Signal Corporation | Patrick Industries | | Astec Industries | Greenbrier Companies, Inc. | REV Group | | Chart Industries, Inc. | Holley Inc. | Saia, Inc. | | Commercial Vehicle Group, Inc. | ITT Inc. | Schneider National | | Cooper-Standard Holdings Inc. | LCI Industries Inc | The Shyft Group, Inc. | | Crane Company | Miller Industries | Trinity Industries, Inc. | | Dorman Products | Modine Manufacturing Co. | Winnebago Industries |
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
Management Incentive Plan
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Management Incentive Plan
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.
MIP Target Rates
MIP Target Rates After review and consideration of peer group data and discussion with FW Cook, the Committee approved target MIP rates for each of our NEOs, expressed as a percentage of base salary. The 2024 target MIP rates for each NEO were as follows:
MIP Target Rates
| | 2024 TARGET MIP RATE | | Mr. Yeagy | 115% | | Mr. Keslin | 80% | | Mr. Pettit | 80% | | Mr. Page | 80% | | Ms. Glazner | 80% | | Mr. Smith | 80% |
MIP Target Rates
For 2024, we increased Mr. Yeagy’s target MIP rate from 110% to 115% and Mr. Pettit’s, Mr. Smith’s, and Ms. Glazner’s from 75% to 80%, in each case, to more closely align NEOs’ MIP opportunity with competitive market practice. When Mr. Keslin was promoted to Chief Financial Officer, we increased his MIP target to 80% effective September 1, 2024 to recognize his increased responsibilities and to pay him more consistently with the other NEOs and competitive market data.
Performance Metrics and Results for the 2024 MIP
Performance Metrics and Results for the 2024 MIP Payouts under our 2024 MIP were based 60% on annual Operating Income, 20% on average monthly Net Working Capital as a Percentage of Sales (“NWC”) and 20% on parts and service revenue (“P&S Revenue”). 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. The Committee chose to add the P&S Revenue metric because we believe growth in this segment is vital to our future profitability and success. For purposes of the MIP, we define Operating Income, NWC, and P&S Revenue as follows:
Performance Metrics and Results for the 2024 MIP
| • | Operating Income means income from operations during 2024 as reported in our financial statements. |
Performance Metrics and Results for the 2024 MIP
| • | NWC as a Percentage of Sales is calculated as a 13-point monthly average beginning with December 2023 and ending with December 2024, 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 2024 MIP
| • | P&S Revenue means our Parts & Services segment sales during 2024, as reported in our financial statements. |
Performance Metrics and Results for the 2024 MIP
Pursuant to the terms of the 2024 MIP, the levels of achievement of Operating Income, NWC, and P&S Revenue 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 $30 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
Performance Metrics and Results for the 2024 MIP
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Performance Metrics and Results for the 2024 MIP
Accounting Standards Update No. 2015-01. In addition, the 2024 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. Under the MIP, Operating Income, NWC, and P&S Revenue 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. 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, 114% of the NWC target goal, and 110% of the P&S Revenue target goal, each set using 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. For 2024, the Committee established a “strike zone” for the Operating Income performance metric ($155 million to $171 million), which is a range of performance in which the target payout is uniformly earned. The Committee further believes that threshold amounts, which are set at 75% of the Operating Income target goal, 86% of the NWC target goal, and 90% of the P&S Revenue target goal, each set using 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 2024:
Performance Metrics and Results for the 2024 MIP
| | THRESHOLD (35%) | TARGET (100%) | MAXIMUM (200%) | ACTUAL | % ACHIEVED | | Corporate Operating Income 60% of MIP Award | $116.3 million | $155-171 million | $213.8 million | Below Threshold | 0% | | Net Working Capital as a Percentage of Sales 20% of MIP Award | 12% or more | 10.5% | 9.0% or less | Below Threshold | 0% | | Parts and Service Revenue 20% of MIP Award | $256.5 million(1) | $285 million | $313.5 million | Below Threshold | 0% |
Performance Metrics and Results for the 2024 MIP
| (1) In addition, no amount could be earned with respect to the P&S Revenue goal if the P&S EBITDA Margin was less than 17%. For this purpose, P&S EBITDA Margin equals the quotient of (a) earnings before interest, taxes, depreciation, and amortization for the Parts & Services segment dividend by (b) P&S Revenue. |
Performance Metrics and Results for the 2024 MIP
Because actual performance was below threshold for all metrics, no awards were paid under the MIP for 2024.
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 2024 after the release of 2023 year-end financial results in connection with a regularly scheduled meeting of the
Long-Term Incentive Plan
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Long-Term Incentive Plan
Compensation Committee. For 2024, the Compensation Committee granted a mix of Performance Share Units (“PSUs”) and Restricted Stock Units (“RSUs”) to each of the NEOs. As in 2023, the Compensation Committee decided to split each NEO’s target LTIP award value for 2024 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.
Determining LTI Award Values
Determining LTI Award Values In February 2024, 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, market dynamics, the number of shares available under the 2017 Omnibus Incentive Plan, and management retention. The LTI target grant value that the Compensation Committee established for each of the NEOs who was an executive officer in February 2024 was as follows:
Determining LTI Award Values
| | 2024 LTI TARGET GRANT VALUE | | Mr. Yeagy | $4,200,000 | | Mr. Pettit | $1,225,000 | | Mr. Page | $800,000 | | Ms. Glazner | $800,000 | | Mr. Smith | $1,225,000 |
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. Mr. Keslin was not eligible to participate in the executive officer LTI program for 2024 since he was not an executive officer at the time awards were made. He did, however, receive a grant of RSUs in February 2024, which vests 1/3 per year contingent on his continued employment, under our non-executive equity compensation program. The value of this award was approximately $100,000.
Determining LTI Award Values
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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 2024 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 (2024-2026) | None | | Vesting Period | Earned awards, if any, vest in full on third anniversary of the grant date | Award vests 1/3 per year on the first three anniversaries 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
Starting in 2024, we updated the vesting of our RSUs to vest ratably in three annual installments to align with competitive market practice. RSUs granted in prior years were subject to cliff vesting on the third anniversary of the date of grant.
Performance Share Unit Performance Metrics
Performance Share Unit Performance Metrics The Committee decided to use the same performance metrics and weighting for the 2024 PSUs as those used in the 2023 and 2022 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.
Performance Share Unit Performance Metrics
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Relative Total Stockholder Return
The Cyclical Peer Group companies were approved by the Committee following a review of FW Cook’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%. The Company must achieve an RTSR that puts it at the 25th percentile or above within the Cyclical Peer Group by the end of the three-year performance period for the NEOs to earn at least 50% of the PSUs tied to the RTSR metric. The chart below details the potential RTSR award rates for various percentile ranking. Performance that is between the performance levels set forth below will be interpolated.
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
| ROIC | % OF PSUs EARNED | | 23% | 200% (Maximum) | | 16% | 100% (Target) | | 11% | 50% (Threshold) |
Payout of 2022 PSUs With Performance Cycle Ending December 31, 2024
Payout of 2022 PSUs With Performance Cycle Ending December 31, 2024 During 2022, we granted PSUs having a performance period which ended on December 31, 2024, under the 2022 LTI Plan. As noted below, the PSUs under the 2022 LTI Plan were based 75% on RTSR and 25% on ROIC. The RTSR was measured over the three-year period beginning January 1, 2022, and ending December 31, 2024, and the ROIC portion was measured as the three-year average return for calendar years 2022 through 2024. The chart below details the performance goals and achievement levels of the goals for the PSUs issued under the 2021 LTI Plan:
Payout of 2022 PSUs With Performance Cycle Ending December 31, 2024
| METRIC | WEIGHT | ACTUAL RESULTS | PERFORMANCE LEVEL ACHIEVED | % PSUs TIED TO METRIC EARNED | | RTSR | 75% | 38.9th Percentile (12th Within Peer Group) | Exceed Threshold of 25th Percentile but Below Target of 50th Percentile | 77.8% | | ROIC | 25% | 18.6% | Exceed Maximum of 16% | 200% |
Payout of 2022 PSUs With Performance Cycle Ending December 31, 2024
As a result, each NEO who received the 2022 grant earned 108.4% of the total targeted number of PSUs granted to them in February 2022. Each earned PSU vested on February 18, 2025, 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 2022 LTIP included similar adjustment provisions for measuring ROIC to those described above for the 2024 PSUs. Mr. Keslin did not receive a grant of 2022 PSUs because he was not an executive officer when such grants were made. Mr. Smith forfeited his 2022 PSUs because he did not remain employed through the vesting date.
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
Executive Severance Plan
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Executive Severance Plan
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, 2024, 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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Timing of Equity Awards
Timing of Equity Awards We generally grant annual equity awards during the first quarter of our fiscal year, although timing may change from year to year. The Committee may also make grants mid-year from time to time for new hires, new promotions, or based on other business needs, in its discretion. The Committee does not take material nonpublic information
Timing of Equity Awards
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Timing of Equity Awards
into account when determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table for the Year Ended December 31, 2024
Summary Compensation Table for the Year Ended December 31, 2024 The following table summarizes the compensation of the NEOs for the year ended December 31, 2024, and for the years ended December 31, 2023 and 2022.
Summary Compensation Table for the Year Ended December 31, 2024
| 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 | 2024 | $1,090,385 | $— | $4,715,454 | $— | $134,879 | $5,940,718 | | | 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 | | Patrick J. Keslin Senior Vice President, Chief Financial Officer(4) | 2024 | $326,333 | $— | $99,720 | $— | $33,890 | $459,943 | | Michael N. Pettit Senior Vice President, Chief Growth Officer(5) | 2024 | $552,115 | $— | $1,375,315 | $— | $67,019 | $1,994,449 | | | 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 | | Kevin J. Page Senior Vice President, Chief Commercial Officer | 2024 | $507,115 | $— | $898,161 | $— | $69,886 | $1,475,162 | | | 2023 | $484,423 | $— | $852,001 | $611,424 | $63,211 | $2,011,059 | | | 2022 | $430,385 | $— | $771,609 | $378,716 | $50,621 | $1,631,331 | | M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary | 2024 | $503,269 | $— | $898,161 | $— | $62,408 | $1,463,838 | | | 2023 | $468,269 | $— | $852,001 | $550,050 | $60,457 | $1,930,777 | | | 2022 | $432,308 | $— | $771,609 | $378,716 | $48,501 | $1,631,134 | | Dustin T. Smith Senior Vice President, Chief Operating Officer(6) | 2024 | $517,211 | $— | $1,375,315 | $— | $124,713 | $2,017,239 | | | 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 |
Summary Compensation Table for the Year Ended December 31, 2024
| (1) Amounts represent, for Mr. Keslin, the aggregate grant date fair value of the RSUs that he received under the Company’s non-executive LTI program for 2024 before he became an executive officer, and for all other NEOs, the aggregate grant date fair value of grants of RSUs and PSUs made to each NEO during 2024 under the Company’s 2024 Executive LTI Plan, in each case, 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 – $2,615,458; Mr. Pettit – $762,826; Mr. Smith – $762,826; Mr. Page – $498,169; and Ms. Glazner – $498,169. If the Company achieves “Maximum” performance levels for both PSU performance metrics, then the value of the PSUs would be as follows: Mr. Yeagy – $4,199,991; Mr. Pettit – $1,224,978; Mr. Smith – $1,224,978; Mr. Page – $799,983; and Ms. Glazner – $799,983. 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, 2024. |
Summary Compensation Table for the Year Ended December 31, 2024
| (2) Represents amounts paid pursuant to our MIP. |
Summary Compensation Table for the Year Ended December 31, 2024
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Summary Compensation Table for the Year Ended December 31, 2024
| (3) Amounts in this column consist of the following amounts: |
Summary Compensation Table for the Year Ended December 31, 2024
| NAME | COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS (a) | EXECUTIVE PHYSICAL (b) | SEVERANCE (c) | OTHER (d) | TOTAL ALL OTHER COMPENSATION | | Brent L. Yeagy | $128,748 | $6,131 | — | — | $134,879 | | Patrick J. Keslin | $33,890 | — | — | — | $33,890 | | Michael N. Pettit | $60,898 | $6,121 | — | — | $67,019 | | Kevin J. Page | $58,542 | $6,128 | — | $5,216 | $69,886 | | M. Kristin Glazner | $55,933 | $6,475 | — | — | $62,408 | | Dustin T. Smith | $58,807 | $6,124 | $58,383 | $1,400 | $124,713 |
Summary Compensation Table for the Year Ended December 31, 2024
| (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, 2024
| (b) Includes a tax gross up on the reimbursement of the executive physical for the following amounts: Mr. Yeagy – $1,131; Mr. Pettit – $1,121; Mr. Smith – $1,124; Mr. Page – $1,128; Ms. Glazner – $1,475. |
Summary Compensation Table for the Year Ended December 31, 2024
| (c) Includes the portion of Mr. Smith’s severance payments that were earned and paid during 2024. The remaining payments will be made in 2025 and 2026. See “Potential Payments on Termination or Change in Control – Payment and Benefit Estimates” below for a discussion of the total amount of severance that he may become entitled to receive as a result of his termination of employment on December 1, 2024. |
Summary Compensation Table for the Year Ended December 31, 2024
| (d) Represents the value of Company paid travel expenses for the Mr. Page’s spouse to attend a business trip, including a related tax gross up of $123 and a retirement gift for Mr. Smith, including a related tax gross up of $33. |
Summary Compensation Table for the Year Ended December 31, 2024
| (4) Mr. Keslin was appointed to Senior Vice President, Chief Financial Officer on September 1, 2024, prior to which he was not an executive officer. |
Summary Compensation Table for the Year Ended December 31, 2024
| (5) Mr. Pettit was appointed Senior Vice President, Chief Growth Officer on September 1, 2024, prior to which he was Senior Vice President, Chief Financial Officer. |
Summary Compensation Table for the Year Ended December 31, 2024
| (6) Mr. Smith’s employment terminated effective December 1, 2024. |
Summary Compensation Table for the Year Ended December 31, 2024
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Grants of Plan-Based Awards for the Year Ended December 31, 2024
Grants of Plan-Based Awards for the Year Ended December 31, 2024 The following table summarizes the awards we made under our MIP and LTI Plan to our NEOs in 2024.
Grants of Plan-Based Awards for the Year Ended December 31, 2024
| | | ESTIMATED POSSIBLE PAYOUTS UNDER NON- EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (3) (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (4) ($) | | NAME | GRANT DATE (1) | THRESHOLD ($) (35%) | TARGET ($) (100%) | MAXIMUM ($) (200%) | THRESHOLD (#) (50%) | TARGET (#) (100%) | MAXIMUM (#) (200%) | | | | Brent L. Yeagy | | $442,750 | $1,265,000 | $2,530,000 | | | | | | | | 2/14/2024 | | | | 39,728 | 79,455 | 158,910 | | $2,615,458 | | | 2/14/2024 | | | | | | | 79,455 | $2,099,996 | | Patrick J. Keslin | | $67,601 | $193,146 | $386,292 | | | | | | | | 2/14/2024 | | | | | | | 3,773 | $99,720 | | Michael N. Pettit | | $155,400 | $444,000 | $888,000 | | | | | | | | 2/14/2024 | | | | 11,587 | 23,174 | 46,348 | | $762,826 | | | 2/14/2024 | | | | | | | 23,174 | $612,489 | | Kevin J. Page | | $142,800 | $408,000 | $816,000 | | | | | | | | 2/14/2024 | | | | 7,567 | 15,134 | 30,268 | | $498,169 | | | 2/14/2024 | | | | | | | 15,134 | $399,992 | | M. Kristin Glazner | | $142,800 | $408,000 | $816,000 | | | | | | | | 2/14/2024 | | | | 7,567 | 15,134 | 30,268 | | $498,169 | | | 2/14/2024 | | | | | | | 15,134 | $399,992 | | Dustin T. Smith | | $155,400 | $444,000 | $888,000 | | | | | | | | 2/14/2024 | | | | 11,587 | 23,174 | 46,348 | | $762,826 | | | 2/14/2024 | | | | | | | 23,174 | $612,489 |
Grants of Plan-Based Awards for the Year Ended December 31, 2024
| (1) These columns show potential cash payouts under our 2024 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 2024 MIP were achieved at the threshold level, though actual payouts could be less. |
Grants of Plan-Based Awards for the Year Ended December 31, 2024
| (2) Represents the potential payout range of PSUs granted in 2024 pursuant to the 2017 Omnibus Incentive Plan. |
Grants of Plan-Based Awards for the Year Ended December 31, 2024
| (3) Represents the number of RSUs granted in 2024 pursuant to the 2017 Omnibus Incentive Plan. |
Grants of Plan-Based Awards for the Year Ended December 31, 2024
| (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, 2024
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Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 The following table summarizes all equity awards that were granted in 2024 and prior years that remain outstanding as of December 31, 2024. Dustin Smith had no outstanding equity awards as of the end of the year because he forfeited all outstanding awards in connection with his termination of employment on December 1, 2024.
Outstanding Equity Awards as of December 31, 2024
| 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 | — | — | — | — | — | 374,089 | $6,408,138 | 75,618 | $1,295,336 | | Patrick J. Keslin | — | — | — | — | — | 7,776 | $133,203 | — | — | | Michael N. Pettit | — | — | — | — | — | 94,452 | $1,617,963 | 20,122 | $344,690 | | Kevin J. Page | — | — | — | — | — | 70,425 | $1,206,387 | 14,132 | $242,081 | | M. Kristin Glazner | — | — | — | — | — | 70,425 | $1,206,387 | 14,132 | $242,081 |
Outstanding Equity Awards as of December 31, 2024
| 60 | 2025 Proxy Statement | WABASH NATIONAL CORPORATION |
Outstanding Equity Awards as of December 31, 2024
| (1) This column includes all outstanding RSUs plus the PSUs for which the performance period was completed as of December 31, 2024, 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, 2024
| NAME | VESTING DATE | NUMBER OF UNITS | | Brent L. Yeagy | 2/16/2025 | 222,855* | | | 2/14/2025 | 26,485 | | | 2/15/2026 | 71,779 | | | 2/14/2026 | 26,485 | | | 2/14/2027 | 26,485 | | Patrick J. Keslin | 2/16/2025 | 1,797 | | | 2/14/2025 | 1,257 | | | 2/15/2025 | 1,103 | | | 2/14/2026 | 1,258 | | | 2/15/2026 | 1,103 | | | 2/14/2027 | 1,258 | | Michael N. Pettit | 2/16/2025 | 54,209* | | | 2/14/2025 | 7,724 | | | 2/14/2026 | 7,725 | | | 2/15/2026 | 17,069 | | | 2/14/2027 | 7,725 | | Kevin J. Page | 2/16/2025 | 42,161* | | | 2/14/2025 | 5,044 | | | 2/14/2026 | 5,045 | | | 2/15/2026 | 13,130 | | | 2/14/2027 | 5,045 | | M. Kristin Glazner | 2/16/2025 | 42,161* | | | 2/14/2025 | 5,044 | | | 2/14/2026 | 5,045 | | | 2/15/2026 | 13,130 | | | 2/14/2027 | 5,045 |
Outstanding Equity Awards as of December 31, 2024
| * Combines the RSUs and earned PSUs that were granted on 2/16/2022. |
Outstanding Equity Awards as of December 31, 2024
| (2) Market value is equal to the closing price of our common stock on December 31, 2024 (the last trading day of the year) as reported on the NYSE ($17.13 per share), times the number of unvested shares. |
Outstanding Equity Awards as of December 31, 2024
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Outstanding Equity Awards as of December 31, 2024
| (3) The number of PSUs shown in this column reflects the threshold performance level for the 2023 and 2024 awards in accordance with SEC regulations requiring that the number of PSUs shown be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance. The vesting dates for these awards are as follows: |
Outstanding Equity Awards as of December 31, 2024
| NAME | VESTING DATE | NUMBER OF UNITS | | Brent L. Yeagy | 2/15/2026 | 35,890 | | | 2/14/2027 | 39,728 | | Michael N. Pettit | 2/15/2026 | 8,535 | | | 2/14/2027 | 11,587 | | Kevin J. Page | 2/15/2026 | 6,565 | | | 2/14/2027 | 7,567 | | M. Kristin Glazner | 2/15/2026 | 6,565 | | | 2/14/2027 | 7,567 |
Option Exercises and Stock Vested During 2024
Option Exercises and Stock Vested During 2024 The following table sets forth information concerning the exercise of options and the vesting of stock awards during 2024 by each of the NEOs:
Option Exercises and Stock Vested During 2024
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) (1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (2) | | Brent L. Yeagy | — | — | 258,894 | $6,814,090 | | Patrick J. Keslin | — | — | 4,414 | $116,176 | | Michael N. Pettit | 1,500 | $4,545 | 64,923 | $1,708,773 | | Kevin J. Page | — | — | 39,831 | $1,048,351 | | M. Kristin Glazner | — | — | 43,857 | $1,154,316 | | Dustin T. Smith | — | — | 47,398 | $1,247,515 |
Option Exercises and Stock Vested During 2024
| (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 2024
| (2) Calculated as the number of shares vested multiplied by the market price of stock on the date of vesting. |
Option Exercises and Stock Vested During 2024
| 62 | 2025 Proxy Statement | WABASH NATIONAL CORPORATION |
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 | $54,519 | $43,615 | $348,568 | — | $2,880,856 | | Patrick J. Keslin | $16,317 | $13,053 | $43,701 | — | $452,302 | | Michael N. Pettit | $27,606 | $22,085 | $93,092 | — | $1,365,475 | | Kevin J. Page | $60,854 | $20,285 | $72,609 | — | $805,828 | | M. Kristin Glazner | $30,196 | $20,131 | $55,573 | — | $526,789 | | Dustin T. Smith | $25,861 | $20,689 | $246,724 | $164,242 | $1,853,453 |
Non-Qualified Deferred Compensation
| (1) Amounts reflected in this column represent a portion of each NEO’s salary deferred in 2024. It also reflects the portion of the MIP award earned in 2024, but not paid until 2025, that each NEO elected to defer. 100% of these amounts are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table. |
Non-Qualified Deferred Compensation
| (2) Represents Company matching contributions. 100% of these amounts are also included in the Summary Compensation Table under the “All Other Compensation” column. |
Non-Qualified Deferred Compensation
| (3) Amounts reflected in this column include changes in plan values during the last fiscal year, as well as any dividends and interest earned by the plan participant with regard to the investment funds chosen by such participant during the fiscal year. No portion of this amount was reported in the Summary Compensation Table for 2024. |
Non-Qualified Deferred Compensation
| (4) The following represents the extent to which the amounts that are reported in this aggregate balance column were previously reported as compensation to our NEOs in our Summary Compensation Table in years prior to 2024: |
Non-Qualified Deferred Compensation
| NAME | PRIOR YEARS ($) | | Brent L. Yeagy | $1,369,661 | | Patrick J. Keslin | $— | | Michael N. Pettit | $622,505 | | Kevin J. Page | $334,613 | | M. Kristin Glazner | $161,033 | | Dustin T. Smith | $542,242 |
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 2024.
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, 2024, and using the share price of $17.13 for our Common Stock as of December 31, 2024, which was the closing price on the NYSE on the last trading day of 2024. 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. Mr. Smith is not included in the table below as his employment terminated effective December 1, 2024. In connection with his separation, which was treated as a termination without cause under the ESP, he received the following benefits: Cash severance payments equal to 1.5 times the sum of his annual base salary and his target annual incentive award ($1,498,500) to be paid during the 18-month period following his departure from the Company, a pro-rata potion of his annual incentive award for 2024 (which was $0 since no awards were paid under the MIP for 2024, as discussed above), company-paid employer portion of the costs of medical, dental, and vision benefits for 18 months following his departure (estimated to be $26,787), and outplacement services ($30,000). The provision of these benefits are contingent on Mr. Smith continuing to comply with the restrictive covenants in the ESP. All of his outstanding equity awards that were unvested as of his termination date were forfeited in accordance with the terms of such equity award agreements.
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| NAME | CASH SEVERANCE (1) | PRO-RATA MIP BONUS (2) | ACCELERATED VESTING OF PSUs (3)(4) | ACCELERATED VESTING OF RSUs (3)(5) | WELFARE BENEFITS CONTINUATION (6) | TOTAL ($) | | Brent L. Yeagy | | | | | | | | Termination Without Cause | $4,730,000 | — | — | — | $65,716 | $4,795,716 | | Termination Following a Change in Control | $7,791,714 | $1,265,000 | $3,961,546 | $4,422,452 | $51,787 | $17,724,737 | | Change in Control Only (3) | — | — | $3,961,546 | $4,422,452 | — | $8,383,998 | | Retirement | — | — | $2,622,408 | $3,061,388 | — | $5,683,796 | | Termination due to Death or Disability | — | — | $3,961,546 | $4,422,452 | — | $8,383,998 | | Patrick J. Keslin | | | | | | | | Termination Without Cause | $1,215,000 | — | — | — | $56,787 | $1,271,787 | | Termination Following a Change in Control | $1,620,000 | $360,000 | — | $133,203 | $51,787 | $2,031,787 | | Change in Control Only (3) | — | — | — | $133,203 | — | $133,203 | | Retirement | — | — | — | $68,571 | — | $68,571 | | Termination due to Death or Disability | — | — | — | $133,203 | — | $133,203 | | Michael N. Pettit | | | | | | | | Termination Without Cause | $1,498,500 | — | — | — | $56,787 | $1,555,287 | | Termination Following a Change in Control | $2,187,198 | $538,599 | $1,026,190 | $1,134,948 | $51,787 | $4,938,722 | | Change in Control Only (3) | — | — | $1,026,190 | $1,134,948 | — | $2,161,138 | | Retirement | — | — | $646,641 | $737,978 | — | $1,384,619 | | Termination due to Death or Disability | — | — | $1,026,190 | $1,134,948 | — | $2,161,138 |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
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Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| NAME | CASH SEVERANCE (1) | PRO-RATA MIP BONUS (2) | ACCELERATED VESTING OF PSUs (3)(4) | ACCELERATED VESTING OF RSUs (3)(5) | WELFARE BENEFITS CONTINUATION (6) | TOTAL ($) | | Kevin J. Page | | | | | | | | Termination Without Cause | $1,377,000 | — | — | — | $46,169 | $1,423,169 | | Termination Following a Change in Control | $2,010,141 | $495,0700 | $747,372 | $830,719 | $41,169 | $4,124,471 | | Change in Control Only | — | — | $747,372 | $830,719 | — | $1,578,091 | | Retirement | — | — | $493,848 | $571,474 | — | $1,065,322 | | Termination due to Death or Disability | — | — | $747,372 | $830,719 | — | $1,578,091 | | M. Kristin Glazner | | | | | | | | Termination Without Cause | $1,377,000 | — | — | — | $47,372 | $1,424,372 | | Termination Following a Change in Control | $1,948,767 | $464,383 | $747,372 | $830,719 | $42,372 | $4,033,613 | | Change in Control Only | — | — | $747,372 | $830,719 | — | $1,578,091 | | Retirement | — | — | $493,848 | $571,474 | — | $1,065,322 | | Termination due to Death or Disability | — | — | $747,372 | $830,719 | — | $1,578,091 |
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, 2024 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 2024 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 2022 for which the performance period ended on December 31, 2024, (ii) the value of the unearned performance share units granted in 2023 based on the performance trend as of December 31, 2024, and (iii) the value of the unearned PSUs granted in 2024, 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, 2024. |
Potential Payments on Termination or Change in Control – Payment and Benefit Estimates
| (6) 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. We identified our median employee for 2024 using a multi-step process, as detailed below:
Pay Ratio Disclosure
| • | We determined, as of November 1, 2024, our gross employee population of individuals working at our parent company and consolidated subsidiaries, which was 5,950 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 282 non-U.S. employees (approximately 4.74% 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 5,668 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 2024 W-2 earnings. |
Pay Ratio Disclosure
To calculate our ratio for 2024, 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 insurance and group 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 $19,046 for our CEO and $49.24 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 | $5,959,764 | | Annual Total Compensation of the Median Employee | $49,778 | | Ratio of CEO Annual Total Compensation to Median Employee Annual Total Compensation | 120:1 |
Pay Ratio Disclosure
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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 $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO ($) (a) | Compensation Actually Paid to PEO ($) (b) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (c) | Average Compensation Actually Paid to Non-PEO NEOs ($) (d) | WNC TSR ($) (e) | Dow Jones Transportation Index TSR ($) (f) | Net Income (loss) attributable to common stockholders ($ in thousands) (g) | Operating income (loss) ($ in thousands) (h) | | 2024 | 5,940,718 | (2,771,896) | 1,482,126 | 6,716 | 126.02 | 124.80 | (283,075) | (356,104) | | 2023 | 7,613,202 | 10,805,272 | 2,136,064 | 2,761,160 | 188.79 | 123.75 | 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) The principal executive officer (“PEO”) is Brent L. Yeagy for all years shown. |
Pay Versus Performance Disclosure
| (b) Compensation actually paid (CAP) for 2024 to our PEO reflects the respective amounts set forth in column (a) of the table above, adjusted as set forth in the table below. |
Pay Versus Performance Disclosure
| PEO | Brent L. Yeagy | | SCT Total Compensation ($) | 5,940,718 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (4,715,454) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 1,645,348 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (5,162,914) | | Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | (479,594) | | Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | — | | 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 ($) | (2,771,896) |
Pay Versus Performance Disclosure
| (c) The following are included in the average figures shown: |
Pay Versus Performance Disclosure
2024: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner, Patrick J. Keslin 2021, 2022 and 2023: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner 2020: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner, Jeffery L. Taylor, Melanie D. Margolin
Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
| (d) Compensation actually paid (CAP) to our non-PEO NEOs for 2024 reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth in the table below. |
Pay Versus Performance Disclosure
| Non-PEO NEOs | See column (c) note above | | SCT Total Compensation ($) | 1,482,126 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (965,734) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 452,016 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (894,932) | | Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | (66,760) | | 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 ($) | — | | Compensation Actually Paid ($) | 6,716 |
Pay Versus Performance Disclosure
| (e) Represents the total shareholder return (TSR) of Wabash for the measurement periods ending December 31 of each of 2021, 2022, 2023, and 2024 respectively. |
Pay Versus Performance Disclosure
| (f) Represents the TSR of the Dow Jones Transportation Index for the measurement periods ending on December 31 of each of 2021, 2022, 2023 and 2024 respectively. |
Pay Versus Performance Disclosure
| (g) 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, 2023 and 2024. |
Pay Versus Performance Disclosure
| (h) Company-selected Measure is Operating Income. |
Pay Versus Performance Disclosure
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Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024 The four performance measures listed below represent the most important metrics we used to link CAP to Company performance for 2024 as further described in our Compensation Discussion and Analysis.
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
| 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 2024
| 72 | 2025 Proxy Statement | WABASH NATIONAL CORPORATION |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
| Equity Compensation Plan Information |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
The following table summarizes information regarding our equity compensation plan as of December 31, 2024:
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
| 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 | 1,178,395 | $14.16 | 1,353,731 | | Equity Compensation Plans Not Approved by Security Holders | — | — | — | | Total | 1,178,395 | $14.16 | 1,353,731 |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
| (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, 2024), 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 2024
| (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 2024
| (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 2024
| WABASH NATIONAL CORPORATION | 2025 Proxy Statement | 73 |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
| Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
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 40 and 57, respectively, as such sections provide details on the Company’s compensation programs and policies for our executive officers, including the 2024 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 98% 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 2024
| 74 | 2025 Proxy Statement | WABASH NATIONAL CORPORATION |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
| 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 2024
| WABASH NATIONAL CORPORATION | 2025 Proxy Statement | 75 |
Most Important Measures to Link Compensation Actually Paid to Company Performance for 2024
| Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm |
Outstanding Equity Awards
Outstanding Equity Awards As of the Cutoff Date, 880,570 shares of the Company’s common stock (“shares”) remained available for issuance under the 2017 Plan, and 1,279,325 shares were subject to outstanding RSUs and PSUs under the Prior Plans (assuming target performance for the 2023, 2024, and 20245 PSUs). As of the Record Date, no stock options remained outstanding under the Prior Plans and 1,279,325 full-value awards (i.e., awards other than stock options) remained outstanding under the Prior Plans.
Outstanding Equity Awards
| 78 | 2025 Proxy Statement | WABASH NATIONAL CORPORATION |
Outstanding Equity Awards
As of the Cutoff Date, there were a total of 42,540,622 shares of the Company’s common stock outstanding, and the closing price per share on the Record Date, as reported on the New York Stock Exchange, was $11.71.