Wabash National (WNC) Proxy Filing summary

Executive summary

• 2024 marked a pivotal year with continued transformation, resilience amid industry downturn, and strategic innovation, leveraging a diversified portfolio and strong balance sheet to position for future growth.

• Key initiatives included expansion of the truck body and Parts & Services segments, launch of Trailers as a Service (TaaS), and digital integration to create a connected logistics ecosystem.

• Partnerships with Kodiak and Purdue University advanced autonomous logistics and industry-wide data connectivity.

• Emphasis on workforce engagement, culture of innovation, and community involvement, with significant charitable contributions and employee volunteerism.

• Entering 2025 with confidence, focusing on innovation, collaboration, and customer-driven solutions.

Voting matters and shareholder proposals

• Four proposals for the 2025 Annual Meeting: election of nine directors, advisory vote on executive compensation, ratification of Ernst & Young LLP as auditor, and approval of the 2025 Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

• Virtual-only meeting format to enhance accessibility and sustainability.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; diversity includes two female and two ethnically diverse nominees.

• Annual election of directors, independent Chairperson, and robust board evaluation and succession planning.

• Four standing committees: Nominating, Compensation, Audit, and Finance, each with defined responsibilities and charters.

• Board and committees exercise strong risk oversight, with annual self-assessments and director evaluations.

• Stockholder engagement is ongoing, with regular meetings on governance, strategy, and sustainability.