WERNER ENTERPRISES INC (WERN)
Sector: Industrials
2026 Annual Meeting Analysis
WERNER ENTERPRISES INC · Meeting: May 12, 2026
Directors FOR
1
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Duren has served since May 2017 — well over three years — so the TSR trigger fully applies; Werner's 3-year total shareholder return of -22.2% trails the disclosed compensation peer group median of +5.4% by 34.2 percentage points, exceeding the 20-percentage-point threshold that applies when a company's absolute 3-year return is negative; the 5-year check does not provide relief because Werner's 5-year return of -33.7% trails the peer 5-year median of +12.5% by 46.2 percentage points, also exceeding the 20-percentage-point threshold, confirming this is sustained underperformance rather than a temporary dip.
Mr. Leathers has served as a director since May 2020 and as CEO since 2016, so the TSR trigger fully applies; Werner's 3-year total shareholder return of -22.2% trails the disclosed compensation peer group median of +5.4% by 34.2 percentage points, exceeding the 20-percentage-point threshold for negative absolute TSR; the 5-year check does not provide relief because the 5-year gap of 46.2 percentage points also exceeds the threshold, indicating sustained underperformance during his tenure as the company's chief executive; this director vote is independent of the Say on Pay vote and reflects accountability for the sustained stock price decline under his watch.
Ms. Livingstone was appointed in May 2022 and initially elected in May 2023, giving her approximately four years of tenure that meaningfully overlaps the 3-year underperformance period; Werner's 3-year total shareholder return of -22.2% trails the disclosed compensation peer group median of +5.4% by 34.2 percentage points, exceeding the 20-percentage-point threshold for negative absolute TSR; the 5-year check does not apply as a mitigant because her tenure does not span five years, and the 3-year underperformance trigger stands.
For Analysis
Ms. Packer was appointed in May 2025 and has served less than 24 months, making her exempt from the TSR underperformance trigger under policy; she brings relevant CEO-level leadership experience from Terracon Consultants.
Of the four nominees, M. Gayle Packer receives a FOR vote as a director appointed within the past 24 months and therefore exempt from the TSR trigger. The remaining three nominees — Diane Duren, Derek Leathers, and Michelle Livingstone — receive AGAINST votes because Werner's stock has lost 22.2% over three years while the company's own disclosed peer group gained a median of 5.4%, a gap of 34.2 percentage points that exceeds the 20-percentage-point policy threshold for companies with negative absolute TSR; the 5-year data confirms the underperformance is sustained, not temporary.
Say on Pay
✓ FORCEO
Derek J. Leathers
Total Comp
$6,048,549
Prior Support
92%%
The CEO's total reported compensation of approximately $6.05 million is reasonable for a transportation company of Werner's size and tenure profile, and does not appear to exceed benchmark thresholds for a CEO at a roughly $1.8 billion market-cap trucking company. The pay structure is well-designed: 85% of CEO compensation is variable (annual cash bonus plus restricted stock plus performance stock), easily clearing the 50-60% variable pay threshold, and the long-term equity component uses a three-year earnings-per-share performance metric with a relative total shareholder return modifier, meaning underperformance directly reduces payouts — and indeed both the 2023 and 2024 performance stock cycles paid out at zero because financial targets were missed. Executives also voluntarily forfeited 25% of their 2025 annual bonuses in recognition of weak financial results, demonstrating genuine pay-for-performance alignment; the company has a meaningful clawback policy and received 92% shareholder support in 2025, well above the 70% threshold that would require a negative response.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$899,368
Non-Audit Fees
$0
KPMG provided only core audit services in 2025 and 2024 with zero non-audit fees, giving a non-audit fee ratio of 0% — well within the 50% threshold; auditor tenure is not disclosed in the proxy so no tenure trigger can fire; KPMG is a Big 4 firm appropriate for a $1.8 billion public company.
Overall Assessment
The 2026 Werner Enterprises ballot presents three standard annual meeting proposals; the most significant governance concern is sustained stock price underperformance — Werner's shares have declined roughly 22% over three years while the company's own trucking peers gained a median of about 5%, a gap that triggers AGAINST votes for the three director nominees with meaningful tenure overlap (Duren, Leathers, and Livingstone), while newly appointed director Packer is exempt. The Say on Pay and KPMG auditor ratification proposals both pass policy screens cleanly, supported by a well-structured variable pay program that actually withheld pay when the company missed targets and by a clean audit fee profile with zero non-audit fees.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing