Independent
Tenure on this board
6.5 yrs
9 nominees · 3 ballot items.
Three proposals: (1) election of nine directors nominated by the Board, (2) an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (Say-on-Pay), and (3) ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Election of nine directors named in the proxy to serve one‑year terms until the next annual meeting or until their successors are elected and qualified.
A non‑binding, advisory vote asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This advisory proposal asks shareholders to approve, on a non‑binding basis, the Company’s overall executive compensation program as disclosed in the proxy, including the Compensation Discussion and Analysis, detailed pay tables, and narrative. Management seeks shareholder approval to validate its compensation philosophy which emphasizes alignment with long‑term stockholder value through a mix of base salary, short‑term incentives (the Management Incentive Plan tied to operating income, working capital and parts & services revenue), and long‑term equity awards (a blend of RSUs and multi‑year PSUs tied to RTSR, ROIC and free cash flow conversion). The Compensation Committee uses an independent advisor, a defined peer group, and explicit performance metrics and payout curves to limit excessive risk‑taking and to balance short‑ and long‑term incentives. The Board’s recommendation for FOR is supported by governance features such as significant weighting to variable, performance‑based pay, stock ownership guidelines, clawback provisions, anti‑hedging rules, and an independent compensation committee review process. The vote is advisory and not binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions; prior stockholder support in 2025 exceeded 91%, which the Committee cites as evidence of investor alignment. Relevant context includes cyclical industry dynamics that influence metric selection (e.g., operating income and working capital) and management’s aim to drive recurring revenue growth from Parts & Services, while using RTSR and ROIC to focus executives on market relative performance and capital efficiency. Potential controversies for investors include the degree of CEO pay leverage to equity (noted in the proxy), the use of multi‑year performance metrics that may be sensitive to macro cycles, and the fact that advisory votes do not compel specific changes; these factors should be weighed against the Compensation Committee’s disclosed governance safeguards and historical shareholder support. Overall, a sophisticated analyst should view the proposal as a referendum on whether the compensation structure and disclosed pay outcomes appropriately align management incentives with long‑term shareholder value, given the Company’s strategy, performance metrics, and governance controls.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Wabash National Corporation’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 8.9% | 3,618,927 | $31M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,786,899 | $15M |
| 3 | FMR LLC | 3.9% | 1,601,220 | $14M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.9% | 1,595,695 | $14M |
| 5 | BlackRock, Inc. | 3.7% | 1,504,984 | $13M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.5% | 1,429,986 | $12M |
| 7 | D. E. Shaw Co., Inc.Activist | 3.3% | 1,358,715 | $12M |
| 8 | BlackRock, Inc. | 3.2% | 1,306,661 | $11M |
| 9 | AMERICAN CENTURY COMPANIES INC | 3.0% | 1,237,583 | $11M |
| 10 | AMERIPRISE FINANCIAL INC | 2.9% | 1,177,757 | $10M |
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