WERNER ENTERPRISES, INC. (NASDAQ:WERN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

WERNER ENTERPRISES, INC. (NASDAQ:WERN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02.


Compensatory Arrangements of Certain Officers

On February 7, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of Werner Enterprises, Inc. (the “Company”) approved the following compensation for each of the Company’s named executive officers.

Named Executive Officer

Base Salary

RS (#)

PS (#)

Derek J. Leathers

President and Chief Executive Officer




H. Marty Nordlund

Senior Executive Vice President and Chief Operating Officer




John J. Steele

Executive Vice President, Treasurer and Chief Financial Officer




Jim S. Schelble

Executive Vice President and Chief Administrative Officer




James L. Johnson

Executive Vice President, Chief Accounting Officer and Corporate Secretary




The base salaries are effective February 2, 2018.

The grants of Restricted Stock (“RS”) and Performance Stock (“PS”) to the named executive officers are subject to the terms and conditions of the Company’s Amended and Restated Equity Plan, as amended and restated on May 14, 2013 (the “Plan”). The RS vests in four equal installments on each of the first four anniversaries from the grant date. The PS only vests if the Company meets specified performance objectives related to diluted earnings per share for a two-year period, beginning with the 2018 fiscal year and ending on December 31, 2019. All earned PS will cliff vest in one installment on the third anniversary from the grant date. PS amounts are presented at the target level of performance. Actual vesting ranges between 0% and 200% of the target, depending on actual performance, and has a total shareholder return (“TSR”) modifier that can cap the vesting at 150% based on the Company's TSR for the three-year period ending December 31, 2020.

The Committee also approved the parameters of the performance-based cash bonus program (Annual Incentive Plan or “AIP”) for the 2018 fiscal year, subject to the terms and conditions for Performance Awards in the Plan. The performance goals for the 2018 AIP relate to the Company’s (i) operating income, (ii) revenues, excluding fuel surcharge revenues, (iii) individual performance and (iv) operating ratio, net of fuel surcharge revenues. Each named executive officer may earn a bonus ranging from 0% to 200% of their 2018 annual base salary, based on the level of attainment of the performance goals.

In addition to the cash and equity compensation described above, certain of the Company’s named executive officers may also receive the following other compensation and perquisites: matching contributions to the Company’s 401(k) retirement savings plan and employee stock purchase plan, personal use of a Company-provided vehicle, country club membership, and personal medical care membership program. The named

executive officers are also eligible to participate in voluntary health and welfare benefit programs sponsored by the Company.

The foregoing descriptions are not complete descriptions of all the rights and obligations and are qualified in their entirety by reference to the Plan filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, which is incorporated by reference herein.


Werner Enterprises, Inc. is a transportation and logistics company. The Company is engaged in transporting truckload shipments of general commodities in both interstate and intrastate commerce. The Company operates through two segments: Truckload Transportation Services (Truckload) and Value Added Services (VAS). The Company also provides logistics services through its VAS division. Truckload segment comprises the One-Way Truckload and Specialized Services units. The Company’s VAS segment is a non-asset-based transportation and logistics provider. VAS comprises operating units that provide non-trucking services to its customers, including truck brokerage, freight management, the intermodal unit and Werner Global Logistics international. The Company has a fleet of approximately 7,450 trucks, of which over 6,640 are Company-operated and over 810 are owned and operated by independent contractors. Its VAS division operates over 60 additional intermodal drayage trucks.

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