WERNER ENTERPRISES INC 8-K

What Happened

• Werner Enterprises, Inc. filed an 8‑K on Feb 18, 2026 disclosing Compensation Committee approvals of 2026 base salaries, restricted stock (RS) awards and performance stock (PS) awards for its named executive officers (NEOs). Base salaries are effective Feb 13, 2026.
• The Company also approved the parameters for the 2026 performance‑based annual incentive cash bonus program (2026 AIP), with corporate goals tied to operating income, revenues (excluding fuel surcharge) and individual performance.

Key Details

• CEO Derek J. Leathers: base salary $980,000; RS 66,572 shares; PS 74,137 shares (PS shown at target).
• Other NEOs (base salary / RS / PS at target):
  • Christopher D. Wikoff (EVP, CFO): $520,000 / 7,925 RS / 8,058 PS
  • Nathan J. Meisgeier (President & CLO): $550,000 / 9,510 RS / 9,670 PS
  • Eric J. Downing (EVP & COO): $485,000 / 7,925 RS / 8,058 PS
  • Daragh P. Mahon (EVP & CIO): $445,000 / 7,133 RS / 7,253 PS
• Vesting and performance terms:
  • Restricted stock vests in three installments: 34%, 33%, 33% on each of the first three anniversaries from grant.
  • Performance stock vests in one installment at the end of a 3‑year performance period (Jan 1, 2026–Dec 31, 2028) based on average annual growth in diluted EPS (0%–200% of target), with a TSR modifier that can increase or decrease payout by 25% versus a peer group.
• 2026 AIP: target bonuses equal 80%–125% of each NEO’s 2026 salary; payouts range from 0%–200% based on achievement of the specified goals.
• NEOs remain eligible for perquisites (personal vehicle/aircraft use, country club, medical membership) and standard benefits (401(k), employee stock purchase plan, deferred comp, health/welfare).

Why It Matters

• Investors get clarity on executive pay levels and long‑term incentives that tie a meaningful portion of NEO compensation to multi‑year earnings growth and relative total shareholder return.
• The structure (restricted stock plus PS tied to Diluted EPS growth with a TSR modifier) aligns executives’ incentives with multi‑year financial performance and shareholder returns, while the 2026 AIP links annual pay to operating income and revenue metrics.