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Companies Werner Enterprises Inc

Werner Enterprises (WERN): executive pay, fiscal 2025

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CEO total pay$6,048,549CEO Derek Leathers · source
Say-on-pay support97.53%Latest vote · source
CEO vs. named peers40th pct.Of 13 peer CEOs
CEO pay ratio113:1To the median employee · source

CEO pay, last three years

  • $5,446,752FY2023
  • $5,824,493FY2024
  • $6,048,549FY2025

CEO total pay was $6,048,549 in fiscal 2025, up from $5,824,493 in fiscal 2024.

FY2025: salary $974,077 · bonus $0 · stock awards $4,200,000 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Werner Enterprises Inc in fiscal 2025?
As disclosed, Derek Leathers (Chief Executive Officer) was the highest-paid executive at Werner Enterprises Inc in fiscal 2025, with total compensation of $6,048,549.
How does Werner Enterprises Inc's chief executive pay compare to its disclosed peer group?
As disclosed, Derek Leathers's total compensation ranked at the 40th percentile of Werner Enterprises Inc's disclosed peer group.
What is Werner Enterprises Inc's CEO-to-median employee pay ratio?
As disclosed, Werner Enterprises Inc's CEO-to-median employee pay ratio was 113:1.
How did shareholders vote on Werner Enterprises Inc's executive compensation?
As disclosed, 97.53% of shareholders supported Werner Enterprises Inc's executive compensation in the latest say-on-pay vote.
How much does Werner Enterprises Inc spend in total on board compensation for fiscal 2025?
As disclosed, Werner Enterprises Inc reported total board compensation of $1,442,596 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Derek Leathers$974,077$0$4,200,000$0$745,106$0$129,366$6,048,549
Chief Executive Officer
Nathan Meisgeier545,7690600,0000230,34008,6331,384,742
President & Chief Legal Officer
Christopher Wikoff520,0000500,0000224,952013,7781,258,730
EVP, Treasurer & Chief Financial Officer
Eric Downing472,3080500,0000186,82203,1331,162,263
EVP & Chief Operating Officer
Daragh Mahon438,2310450,0000183,16206,0831,077,476
EVP & Chief Information Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Derek Leathers$6,048,549$5,824,493$5,446,752↑ +224,056
Nathan Meisgeier1,384,7421,776,5831,060,709↓ −391,841
Christopher Wikoff1,258,7301,415,3141,758,650↓ −156,584
Eric Downing1,162,2631,618,717—↓ −456,454
Daragh Mahon1,077,4761,421,503—↓ −344,027

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The Company strives to attract, motivate and retain a talented, entrepreneurial executive team that provides leadership and contributes to the achievement of our overall business and financial goals and long-term success, while remaining true to our mission, values and guiding corporate principles. We seek to accomplish these objectives in a manner that rewards performance and aligns with our stockholders’ long-term interests.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantFrederic W. Cook & Co.
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Derek LeathersPSU2025-02-1331,97863,956—143,901$2,100,000
Christopher WikoffRSU2025-02-13——7,496—250,000
Nathan MeisgeierRSU2025-02-13——8,995—300,000
Derek LeathersRSU2025-02-13——62,966—2,100,000
Daragh MahonRSU2025-02-13——6,746—225,000
Eric DowningRSU2025-02-13——7,496—250,000
Daragh MahonPSU2025-02-133,4266,852—15,417225,000
Christopher WikoffPSU2025-02-133,8077,614—17,132250,000
Eric DowningPSU2025-02-133,8077,614—17,132250,000
Nathan MeisgeierPSU2025-02-134,5699,137—20,558300,000

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Derek Leathers$2,100,000$2,100,000$050.0%
Christopher Wikoff250,000250,000050.0%
Nathan Meisgeier300,000300,000050.0%
Daragh Mahon225,000225,000050.0%
Eric Downing250,000250,000050.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Eric DowningRSU1,256—$37,693
Daragh MahonRSU1,256—37,693
Nathan MeisgeierRSU1,436—43,094
Daragh MahonRSU3,255—97,683
Daragh MahonRSU3,426—102,814
Christopher WikoffRSU3,499—105,005
Christopher WikoffRSU3,807—114,248
Eric DowningRSU3,807—114,248
Nathan MeisgeierRSU4,069—122,111
Eric DowningRSU4,069—122,111
Nathan MeisgeierRSU4,569—137,116
Christopher WikoffRSU5,081—152,481
Daragh MahonRSU6,746—202,447
Christopher WikoffRSU7,496—224,955
Eric DowningRSU7,496—224,955
Nathan MeisgeierRSU8,995—269,940
Daragh MahonRSU10,161—304,932
Nathan MeisgeierRSU12,702—381,187
Eric DowningRSU12,702—381,187
Derek LeathersRSU12,917—387,639
Christopher WikoffRSU13,804—414,258
Derek LeathersRSU31,733—952,307
Derek LeathersRSU31,978—959,660
Derek LeathersRSU62,966—1,889,610
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Scott C. ArvesIndependent · Compensation Committee · Governance Committee (Chair)$110,000$100,000$0—$0$210,000
Alexi A. WellmanIndependent · Audit Committee (Chair) · Compensation Committee90,000100,0000—0190,000
Carmen A. TapioIndependent · ESG Committee (Chair) · Governance Committee85,000100,0000—0185,000
Diane K. DurenIndependent · Compensation Committee (Chair) · ESG Committee85,000100,0000—0185,000
Jack A. HolmesIndependent · Compensation Committee · Governance Committee75,000100,0000—0175,000
Michelle D. GreeneIndependent · Audit Committee · Governance Committee75,000100,0000—0175,000
Michelle D. LivingstoneIndependent · Audit Committee · ESG Committee75,000100,0000—0175,000
M. Gayle PackerIndependent · Audit Committee · ESG Committee · Newly elected47,596100,0000—0147,596
Derek J. LeathersEmployee director · Board Chair · Board of Directors—————0

Board fee structure and ownership guideline

Annual cash retainer$75,000
Annual equity retainer$100,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 10,000 / 10,000
Stock ownership guideline$5

Total cost of the board

ComponentFY2025
Cash retainers and fees$642,596
Equity awards (grant-date value)$800,000
All other compensation$0
Total cost of the board$1,442,596

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Werner Enterprises as a peer

Companies that benchmark against WERN

18 companies name WERN as a compensation peer

Each company listed discloses WERN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named WERN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Peer reciprocity

Of the companies Werner Enterprises Inc names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Werner Enterprises Inc.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Johnson2025Joaquin Duato$1,600,000$15,028,948$5,927,995$4,298,700$32,758,111
2Old Dominion Freight Line2025Kevin Freeman1,033,6802,377,60608,167,84711,615,896
3J.B. Hunt2025Shelley Simpson961,3856,927,52901,067,4219,004,371
4RXO2025Drew Wilkerson703,1546,339,646—529,2497,589,549
5Schneider National2025Mark Rourke1,000,0005,704,1740569,1207,380,101
6Saia2025Frederick Holzgrefe980,0005,176,716006,312,241
7Werner Enterprises Inc2025Derek Leathers974,0774,200,0000745,1066,048,549
8Knight-Swift Transportation2025Adam Miller950,0003,242,667—803,1305,011,329
9Hub Group2024Phillip Yeager850,0002,400,342—552,5003,964,450
10Radiant Logistics2026Bohn Crain476,827932,6720140,3241,592,033
11ArcBest2025Seth Runser575,000390,2540201,9881,234,403
—Covenant Logistics Group——————not in coverage universe
—TFI International——————not in coverage universe

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Werner Enterprises Incnot disclosednot disclosednot disclosedFrederic W. Cook & Co.
ArcBestnot disclosedC-LTIP 60 · RSU 40not disclosedMeridian Compensation Partners, LLC
Covenant Logistics Groupnot disclosednot disclosednot disclosednot disclosed
Hub Groupnot disclosedRSU 50 · PRSU 50NoAon
J.B. Huntnot disclosedPSU 60 · RSU 40NoMeridian Compensation Partners, LLC
Johnsonnot disclosednot disclosedYes — Relative TSRSemler Brossy Consulting Group
Knight-Swift Transportationnot disclosedPRSU 60 · RSU 40not disclosedPearl Meyer
Old Dominion Freight Linenot disclosednot disclosedYes — Three-year relative TSR compared to companies in the Dow Jones Transportation AveragePearl Meyer
Radiant Logisticsnot disclosedPSU 75 · RSU 25NoMeridian Compensation Partners
RXOnot disclosedPRSU 50 · RSU 50not disclosedPearl Meyer & Partners, LLC
Saianot disclosedPSU 50 · Restricted Stock 50not disclosedMercer
Schneider Nationalnot disclosedPSU 50 · RSU 50Yes — RELATIVE TOTAL SHAREHOLDER RETURN (rTSR)Frederic W. Cook & Co, Inc.
TFI Internationalnot disclosednot disclosednot disclosednot disclosed

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-1254,000,2801,369,015840,80197.53%Passed
20252025-05-1349,281,5224,486,8581,733,38791.66%Passed
20242024-05-1452,667,1296,776,30259,98988.51%Passed
20232023-05-0953,577,6462,220,23237,40095.96%Passed
20222022-05-1055,177,9172,827,83953,84695.04%Passed
20212021-05-1160,476,4021,885,42877,27096.86%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-05-1297.53%a
20252025-05-1391.66%b
20242024-05-1488.51%c

a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of such vote.”.

b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of such vote.”.

c. Approved under the standard stated in the filing — “Abstentions will be counted as votes cast and will have the same effect as a vote against the resolution.”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)113 : 1
CEO total compensation$6,048,549
Median employee compensation—
Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (52 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Derek Leathers. DEF 14A, filed 2026-03-31. Section “SUMMARY COMPENSATION TABLE” · page 33. As printed: 6,048,549. View filing ↗
  • Section 01, Nathan Meisgeier. DEF 14A, filed 2026-03-31. Section “SUMMARY COMPENSATION TABLE” · page 33. As printed: 1,384,742. View filing ↗
  • Section 01, Christopher Wikoff. DEF 14A, filed 2026-03-31. Section “SUMMARY COMPENSATION TABLE” · page 33. As printed: 1,258,730. View filing ↗
  • Section 01, Eric Downing. DEF 14A, filed 2026-03-31. Section “SUMMARY COMPENSATION TABLE” · page 33. As printed: 1,162,263. View filing ↗
  • Section 01, Daragh Mahon. DEF 14A, filed 2026-03-31. Section “SUMMARY COMPENSATION TABLE” · page 33. As printed: 1,077,476. View filing ↗
  • Section 03, Derek Leathers PSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Christopher Wikoff RSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Nathan Meisgeier RSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Derek Leathers RSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Daragh Mahon RSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Eric Downing RSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Daragh Mahon PSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Christopher Wikoff PSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Eric Downing PSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 03, Nathan Meisgeier PSU. DEF 14A, filed 2026-03-31. Section “GRANTS OF PLAN-BASED AWARDS FOR 202” · grants of plan-based awards table. View filing ↗
  • Section 07, pay ratio. DEF 14A, filed 2026-03-31. Section “CEO Pay Ratio”. As printed: 113 : 1. View filing ↗
  • Section 08, Scott C. Arves. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 210,000. View filing ↗
  • Section 08, Alexi A. Wellman. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 190,000. View filing ↗
  • Section 08, Carmen A. Tapio. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 185,000. View filing ↗
  • Section 08, Diane K. Duren. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 185,000. View filing ↗
  • Section 08, Jack A. Holmes. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 175,000. View filing ↗
  • Section 08, Michelle D. Greene. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 175,000. View filing ↗
  • Section 08, Michelle D. Livingstone. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 175,000. View filing ↗
  • Section 08, M. Gayle Packer. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 147,596. View filing ↗
  • Section 08, Derek J. Leathers. DEF 14A, filed 2026-03-31. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-05-13. Item 5.07 · say-on-pay result. As reported: 97.53% (votes for as printed: 54,000,280). View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-05-15. Item 5.07 · say-on-pay result. As reported: 91.66% (votes for as printed: 49,281,522). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-15. Item 5.07 · say-on-pay result. As reported: 88.51% (votes for as printed: 52,667,129). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
  • Section 09b board cost (computed). Computed. Cash 642,596 + equity 800,000 + all other 0 = 1,442,596, summed across the director compensation table rows.
  • Johnson, Section 10b CEO total. DEF 14A, filed 2026-03-11. CEO total compensation as printed in Johnson's own proxy. As printed: 32,758,111. View filing ↗
  • Old Dominion Freight Line, Section 10b CEO total. DEF 14A, filed 2026-04-20. CEO total compensation as printed in Old Dominion Freight Line's own proxy. As printed: 11,615,896. View filing ↗
  • J.B. Hunt, Section 10b CEO total. DEF 14A, filed 2026-03-11. CEO total compensation as printed in J.B. Hunt's own proxy. As printed: 9,004,371. View filing ↗
  • RXO, Section 10b CEO total. DEF 14A, filed 2026-03-30. CEO total compensation as printed in RXO's own proxy. As printed: 7,589,549. View filing ↗
  • Schneider National, Section 10b CEO total. DEF 14A, filed 2026-03-17. CEO total compensation as printed in Schneider National's own proxy. As printed: 7,380,101. View filing ↗
  • Saia, Section 10b CEO total. DEF 14A, filed 2026-03-16. CEO total compensation as printed in Saia's own proxy. As printed: 6,312,241. View filing ↗
  • Werner Enterprises Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-03-31. CEO total compensation as printed in Werner Enterprises Inc's own proxy. As printed: 6,048,549. View filing ↗
  • Knight-Swift Transportation, Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Knight-Swift Transportation's own proxy. As printed: 5,011,329. View filing ↗
  • Hub Group, Section 10b CEO total. DEF 14A, filed 2025-04-03. CEO total compensation as printed in Hub Group's own proxy. As printed: 3,964,450. View filing ↗
  • Radiant Logistics, Section 10b CEO total. DEF 14A, filed 2026-10-09. CEO total compensation as printed in Radiant Logistics's own proxy. As printed: 1,592,033. View filing ↗
  • ArcBest, Section 10b CEO total. DEF 14A, filed 2026-03-13. CEO total compensation as printed in ArcBest's own proxy. As printed: 1,234,403. View filing ↗
  • Section 10a, Hub Group reciprocity. DEF 14A. Hub Group names Werner Enterprises Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Saia reciprocity. DEF 14A. Saia names Werner Enterprises Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Schneider National reciprocity. DEF 14A. Schneider National names Werner Enterprises Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, RXO reciprocity. DEF 14A. RXO names Werner Enterprises Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, J.B. Hunt reciprocity. DEF 14A. J.B. Hunt's most recent proxy was read; its disclosed peer group does not include Werner Enterprises Inc. View filing ↗
  • Section 10a, Old Dominion Freight Line reciprocity. DEF 14A. Old Dominion Freight Line's most recent proxy was read; its disclosed peer group does not include Werner Enterprises Inc. View filing ↗
  • Section 10a, Radiant Logistics reciprocity. DEF 14A. Radiant Logistics names Werner Enterprises Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Knight-Swift Transportation reciprocity. DEF 14A. Knight-Swift Transportation's most recent proxy was read; its disclosed peer group does not include Werner Enterprises Inc. View filing ↗
  • Section 10a, ArcBest reciprocity. DEF 14A. ArcBest names Werner Enterprises Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Johnson reciprocity. DEF 14A. Johnson's most recent proxy was read; its disclosed peer group does not include Werner Enterprises Inc. View filing ↗
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