WERNER ENTERPRISES INC, DEF 14A filed on 3/31/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name WERNER ENTERPRISES, INC.
Entity Central Index Key 0000793074
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
The following table presents information about our NEOs’ pay and Company performance for each of the Company’s five most recently completed fiscal years.
PAY VERSUS PERFORMANCE TABLE
Value of Initial Fixed $100 Investment Based On:
Year
Summary
Compensation
Table Total for
CEO ($) (1)
Compensation
Actually Paid
to CEO ($) (1)(2)
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs ($) (3)
Average
Compensation
Actually Paid
to Non-CEO
NEOs ($) (2)(3)
Total
Share-
holder
Return
($)
2024 Peer Group
Total
Share-
holder
Return
($) (4)
2023 Peer Group
Total
Share-
holder
Return
($) (4)
Net
Income ($)
(in 000’s)
Operating
Income ($)
(in 000’s)
20245,824,493 2,635,157 1,558,029 1,147,387 105 152 206 33,570 66,148 
20235,446,752 3,516,805 1,113,639 899,065 122 166 228 112,290 176,416 
20225,460,198 2,465,428 1,094,807 701,308 115 145 175 245,580 323,076 
20215,314,351 8,798,833 1,133,218 1,587,300 134 163 212 261,478 309,146 
20204,810,029 6,822,876 1,102,850 1,423,523 109 115 131 169,078 227,438 
 
(1)
Represents compensation of Mr. Leathers for all periods presented.
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid.” The Reconciliation of Compensation Actually Paid Adjustments table below details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the non-CEO NEOs).
(3)
The following NEOs are included in the average compensation calculations for the periods presented:
2024 – Messrs. Wikoff, Meisgeier, Downing, and Mahon;
2023 – Messrs. Wikoff, Meisgeier, Schelble, Johnson, and John J. Steele. Mr. Steele was the former EVP, Treasurer and Chief Financial Officer; and
2022, 2021, and 2020 – Messrs. Steele, Nordlund, Schelble, and Johnson.
(4)
In 2024, we selected a new Peer Group which includes companies in the trucking industry that are more similar to us than the companies included in the 2023 Peer Group. The 2024 Peer Group has the following companies: Covenant Logistics Group; Heartland Express; Hub Group; J.B. Hunt; Knight-Swift Transportation; Landstar System; Marten Transport; and Schneider National. ArcBest, Forward Air, Old Dominion Freight Line, and Saia were removed from our 2024 Peer Group, and Daseke (acquired by TFI International, Inc. in 2024) was removed from our 2024 and 2023 Peer Groups.
       
Named Executive Officers, Footnote
Represents compensation of Mr. Leathers for all periods presented.
The following NEOs are included in the average compensation calculations for the periods presented:
2024 – Messrs. Wikoff, Meisgeier, Downing, and Mahon;
2023 – Messrs. Wikoff, Meisgeier, Schelble, Johnson, and John J. Steele. Mr. Steele was the former EVP, Treasurer and Chief Financial Officer; and
2022, 2021, and 2020 – Messrs. Steele, Nordlund, Schelble, and Johnson.
        
Peer Group Issuers, Footnote In 2024, we selected a new Peer Group which includes companies in the trucking industry that are more similar to us than the companies included in the 2023 Peer Group. The 2024 Peer Group has the following companies: Covenant Logistics Group; Heartland Express; Hub Group; J.B. Hunt; Knight-Swift Transportation; Landstar System; Marten Transport; and Schneider National. ArcBest, Forward Air, Old Dominion Freight Line, and Saia were removed from our 2024 Peer Group, and Daseke (acquired by TFI International, Inc. in 2024) was removed from our 2024 and 2023 Peer Groups.        
PEO Total Compensation Amount $ 5,824,493 $ 5,446,752 $ 5,460,198 $ 5,314,351 $ 4,810,029
PEO Actually Paid Compensation Amount $ 2,635,157 3,516,805 2,465,428 8,798,833 6,822,876
Adjustment To PEO Compensation, Footnote
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid.” The Reconciliation of Compensation Actually Paid Adjustments table below details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the non-CEO NEOs).
The following table reconciles total compensation reported in the Summary Compensation Table to “compensation actually paid” for the CEO and non-CEO NEOs (averaged) over the last five years.
RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS
Year
Summary
Compensation
Table
“Total”
Column ($)
Subtract
Summary
Compensation
Table
“Stock Awards”
Column ($)
Add
Year End
Fair Value of
Unvested
Equity Awards
Granted in
Year ($)
Add/ (Subtract)
Year Over Year
Change in
Fair Value of
Unvested
Equity Awards
Granted in
Prior Years ($)
Add/ (Subtract)
Year Over Year
Change in
Fair Value of
Equity Awards
Granted in
Prior Years that
Vested in
Year ($)
Subtract Fair
Value of Prior
Year Equity
Awards that
Failed to Meet
Vesting
Conditions in
Year ($)
Compensation
Actually
Paid ($)
CEO
20245,824,493 (3,900,000)1,694,988 (1,026,790)42,466 — 2,635,157 
20235,446,752 (3,600,000)2,433,079 (1,562,871)799,845 — 3,516,805 
20225,460,198 (3,200,000)2,507,777 (2,102,923)(199,624)— 2,465,428 
20215,314,351 (2,800,000)4,741,960 1,288,523 253,999 — 8,798,833 
20204,810,029 (2,800,000)4,252,764 302,174 257,909 — 6,822,876 
Non-CEO NEOs (Average)
20241,558,029 (857,500)553,066 (104,828)(1,380)— 1,147,387 
20231,113,639 (430,000)343,301 (124,568)84,891 (88,198)899,065 
20221,094,807 (350,000)274,289 (287,911)(29,877)— 701,308 
20211,133,218 (312,500)529,187 195,957 41,438 — 1,587,300 
20201,102,850 (412,500)626,539 49,962 56,672 — 1,423,523 
        
Non-PEO NEO Average Total Compensation Amount $ 1,558,029 1,113,639 1,094,807 1,133,218 1,102,850
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,147,387 899,065 701,308 1,587,300 1,423,523
Adjustment to Non-PEO NEO Compensation Footnote
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid.” The Reconciliation of Compensation Actually Paid Adjustments table below details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the non-CEO NEOs).
The following table reconciles total compensation reported in the Summary Compensation Table to “compensation actually paid” for the CEO and non-CEO NEOs (averaged) over the last five years.
RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS
Year
Summary
Compensation
Table
“Total”
Column ($)
Subtract
Summary
Compensation
Table
“Stock Awards”
Column ($)
Add
Year End
Fair Value of
Unvested
Equity Awards
Granted in
Year ($)
Add/ (Subtract)
Year Over Year
Change in
Fair Value of
Unvested
Equity Awards
Granted in
Prior Years ($)
Add/ (Subtract)
Year Over Year
Change in
Fair Value of
Equity Awards
Granted in
Prior Years that
Vested in
Year ($)
Subtract Fair
Value of Prior
Year Equity
Awards that
Failed to Meet
Vesting
Conditions in
Year ($)
Compensation
Actually
Paid ($)
CEO
20245,824,493 (3,900,000)1,694,988 (1,026,790)42,466 — 2,635,157 
20235,446,752 (3,600,000)2,433,079 (1,562,871)799,845 — 3,516,805 
20225,460,198 (3,200,000)2,507,777 (2,102,923)(199,624)— 2,465,428 
20215,314,351 (2,800,000)4,741,960 1,288,523 253,999 — 8,798,833 
20204,810,029 (2,800,000)4,252,764 302,174 257,909 — 6,822,876 
Non-CEO NEOs (Average)
20241,558,029 (857,500)553,066 (104,828)(1,380)— 1,147,387 
20231,113,639 (430,000)343,301 (124,568)84,891 (88,198)899,065 
20221,094,807 (350,000)274,289 (287,911)(29,877)— 701,308 
20211,133,218 (312,500)529,187 195,957 41,438 — 1,587,300 
20201,102,850 (412,500)626,539 49,962 56,672 — 1,423,523 
        
Compensation Actually Paid vs. Total Shareholder Return
The following graphs illustrate the relationships between each of the financial performance measures included in the Pay Versus Performance Table above and the compensation actually paid to the CEO and, on average, to non-CEO NEOs over the Company’s five most recently completed fiscal years.
1084
        
Compensation Actually Paid vs. Net Income
1087
        
Compensation Actually Paid vs. Company Selected Measure
1090
        
Total Shareholder Return Vs Peer Group
The following graphs illustrate the relationships between each of the financial performance measures included in the Pay Versus Performance Table above and the compensation actually paid to the CEO and, on average, to non-CEO NEOs over the Company’s five most recently completed fiscal years.
1084
        
Tabular List, Table Revenues, less fuel surcharge revenues
•Operating income
•Diluted earnings per share
        
Total Shareholder Return Amount $ 105 122 115 134 109
Peer Group Total Shareholder Return Amount 152 166 145 163 115
Net Income (Loss) $ 33,570,000 $ 112,290,000 $ 245,580,000 $ 261,478,000 $ 169,078,000
Company Selected Measure Amount 66,148,000 176,416,000 323,076,000 309,146,000 227,438,000
PEO Name Mr. Leathers        
Peer Group Total Shareholder Return Amount, Other Peer Group $ 206 $ 228 $ 175 $ 212 $ 131
Measure:: 1          
Pay vs Performance Disclosure          
Name •Revenues, less fuel surcharge revenues        
Measure:: 2          
Pay vs Performance Disclosure          
Name •Operating income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Diluted earnings per share        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,900,000) (3,600,000) (3,200,000) (2,800,000) (2,800,000)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,694,988 2,433,079 2,507,777 4,741,960 4,252,764
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,026,790) (1,562,871) (2,102,923) 1,288,523 302,174
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 42,466 799,845 (199,624) 253,999 257,909
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (857,500) (430,000) (350,000) (312,500) (412,500)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 553,066 343,301 274,289 529,187 626,539
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (104,828) (124,568) (287,911) 195,957 49,962
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,380) 84,891 (29,877) 41,438 56,672
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ (88,198) $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
As provided in the Insider Trading Policy, the Compensation Committee generally seeks to avoid timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. It generally strives to make its regular, annual equity award grants in consistent timeframes each year and to make all equity award grants during open trading windows under the policy. This timing generally allows the making of awards when the Compensation Committee believes that the Company, Board members, and the award recipients are not likely to possess material nonpublic information. The Compensation Committee may deviate from its regular grant schedule should it determine that it is inadvisable for any reason under the circumstances to make grants. For instance, a compensation program redesign or a Company transaction may interfere with readiness for the grant.
In addition to the considerations above, if the Compensation Committee is aware of material nonpublic information when it would otherwise make grants of stock options, stock appreciation rights or similar option-like instruments, it will consider whether and how that fact should impact timing and terms of such awards. The Compensation Committee is cognizant of disclosures required for any such grants to NEOs that are within a period beginning four business days before the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that discloses material nonpublic information and ending one business day after the filing or furnishing of such report.
Award Timing Method As provided in the Insider Trading Policy, the Compensation Committee generally seeks to avoid timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. It generally strives to make its regular, annual equity award grants in consistent timeframes each year and to make all equity award grants during open trading windows under the policy. This timing generally allows the making of awards when the Compensation Committee believes that the Company, Board members, and the award recipients are not likely to possess material nonpublic information. The Compensation Committee may deviate from its regular grant schedule should it determine that it is inadvisable for any reason under the circumstances to make grants. For instance, a compensation program redesign or a Company transaction may interfere with readiness for the grant.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered In addition to the considerations above, if the Compensation Committee is aware of material nonpublic information when it would otherwise make grants of stock options, stock appreciation rights or similar option-like instruments, it will consider whether and how that fact should impact timing and terms of such awards. The Compensation Committee is cognizant of disclosures required for any such grants to NEOs that are within a period beginning four business days before the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that discloses material nonpublic information and ending one business day after the filing or furnishing of such report.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true