Wabash National Corporation 2020 Annual Report
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Annual Report 2020 Letter from the President and Chief Executive Officer Dear Fellow Stockholders, The year 2020 will be remembered as an unprecedented period as the business world navigated through a global health crisis, softening markets, supply chain disruptions and global economic uncertainty. We learn the most about ourselves and our organizations from the challenges we encounter, and it is through these challenges that we prove what we are capable of doing. With that in mind, I couldn’t be prouder of how the Wabash National team responded to the challenges of 2020. In addition to overcoming obstacles brought about by the pandemic, we remained focused on our purpose of Changing How the World Reaches You™ by executing our first to final mile strategy and maintaining our resolve to structurally realign and reorganize our business as One Wabash. Together we are creating a new environment where we are: 1) prioritizing ease of doing business for our customers; 2) creating a growing portfolio of innovative engineered solutions that span from first to final mile; and 3) designing a culture that continually seeks to improve process via the Wabash Management System to create value for our customers, employees and stockholders. 2020 was a test of our human resiliency, and it was also a test of the strength of our product portfolio and the processes we’ve embedded within our business. Our process discipline enabled the company to absorb a notable reduction in volume while minimizing the impact to operating income, resulting in strength of financial performance never before accomplished during a significantly challenging environment in the history of Wabash National. We aim to continue this improvement as we leverage our customer-centric organizational structure along with opportunities for strategic growth. Our new organizational structure based on value streams and customer centricity is yielding early and significant wins of reducing friction for customers and is allowing us to think in new and interesting ways. Our purpose, vision and mission provide common direction throughout our organization, and the growth of a values-based culture that is also shaped by our Wabash Management System helps us act with renewed strategic purpose. Part of our new culture and strategic purpose anchors on corporate responsibility and a commitment to environmental, social and governance (ESG) principles. Whether it’s innovating with environmental impact in mind, ensuring diversity of backgrounds and viewpoints on our board of directors, or simply standing up for what we believe is right on social issues, I believe our ESG focus sets Wabash National apart and uniquely positions us as a desirable supplier to customers who value ESG principles. We were pleased to release our first sustainability report in December 2020 as evidence of our commitment to these principles. There is something special happening at Wabash National, and we look forward to sharing the journey with you. I am ever grateful for the hard work and dedication of our people; the strategic oversight of our board of directors; the trust and support of our customers and suppliers; and the confidence of you, our stockholders, in Wabash National and our long-term success. Sincerely, Brent L. Yeagy President and Chief Executive Officer [THIS PAGE INTENTIONALLY LEFT BLANK] WABASH NATIONAL CORPORATION 1000 Sagamore Parkway South Lafayette, Indiana 47905 Notice of Annual Meeting of Stockholders When: Items of Business: Who Can Vote: Attending the Meeting: Tuesday, May 11, 2021, 3 proposals as listed Stockholders of As a result of the ongoing at 10:00 a.m. Eastern time below each share of common public health and travel stock at the close of concerns related to Date of Mailing: business on coronavirus or COVID-19, we The date of mailing of March 12, 2021. have made alternative this Proxy Statement or arrangements and the 2021 Notice of Internet Annual Meeting of Availability is on or Stockholders will be held in a about March 29, 2021. virtual meeting (via live audio webcast) format only. You will not be able to attend the 2021 Annual Meeting of Stockholders physically. You or your proxyholder may participate, vote, and examine our stockholder list at the 2021 Annual Meeting of Stockholders by visiting www.virtualshareholder meeting.com/WNC2021 and using your control number found on your proxy card. Items of Business: 1.To elect eight members of the Board of Directors from the nominees named in the accompanying proxy statement; 2.To approve, on an advisory basis, the compensation of our named executive officers; 3.To ratify the appointment of Ernst & Young LLP as Wabash National Corporation’s independent registered public accounting firm for the year ending December 31, 2021; and To consider any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. Management is currently not aware of any other business to come before the Annual Meeting. Each outstanding share of Wabash National Corporation (NYSE: WNC) Common Stock entitles the holder of record at the close of business on March 12, 2021 to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. Shares of our Common Stock can be voted at the Annual Meeting only if the holder is present by virtual presence online or by valid proxy. Management cordially invites you to attend the Annual Meeting by virtual presence online. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 11, 2021: The Proxy Statement, Annual Report and the means to vote by internet are available at http://www.proxyvote.com. By Order of the Board of Directors, M. Kristin Glazner Senior Vice President and General Counsel, Corporate Secretary, Chief Human Resources Officer March 29, 2021 Whether or not you expect to attend by virtual presence online, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares by signing, dating and returning the proxy card mailed with your notice, or by voting via the internet or by telephone, will save us the expense and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed with your proxy card. Submitting your proxy now will not prevent you from voting your shares at the meeting by virtual presence online if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today. [THIS PAGE INTENTIONALLY LEFT BLANK] 2021 Annual Meeting of Stockholders on May 11, 2021 Proxy Statement Table of Contents Executive Stock Ownership Guidelines ......... 47 Proxy Statement Summary ...................... 1 Insider Trading Policy and Anti-Hedging Rules . 47 Compensation Risk Assessment ............... 48 Information About the Annual Meeting, Proxy Materials and Voting ........................... 13 Compensation Committee Report ............... 49 Proposal 1 – Election of Directors ................ 17 Executive Compensation Tables ................. 50 Information on Directors Standing for Election . 17 Summary Compensation Table for the Year Ended December 31, 2020 .................... 50 Corporate Governance ......................... 24 Grants of Plan-Based Awards for the Year Ended Governance Guidelines & Code of Business December 31, 2020 .......................... 52 Conduct & Ethics ............................ 24 Outstanding Equity Awards at Fiscal Year-End Board Structure and its Role in Risk Oversight . 24 December 31, 2020 .......................... 53 Director Independence .................... 24 Option Exercises and Stock Vested During Independent Chairman .................... 24 2020 ....................................... 55 Director Refreshment ..................... 24 Non-Qualified Deferred Compensation ......... 55 Director Attendance ...................... 25 Potential Payments on Termination or Change in Board’s Role in Risk Oversight .............. 25 Control ..................................... 56 Committees of the Board ..................... 26 Potential Payments on Termination or Change in Nominating and Corporate Governance Control – Payment and Benefit Estimates ....... 59 Committee .............................. 26 Pay Ratio Disclosure .......................... 60 Compensation Committee ................. 27 Audit Committee ......................... 27 Equity Compensation Plan Information ........... 62 Related Persons Transactions Policy ............ 28 Proposal 2 – Advisory Vote on the Compensation of Nomination of Director Candidates ............. 28 Our Named Executive Officers .................. 63 Qualifications of Director Candidates ........ 28 Director Nomination Process ............... 29 Proposal 3 – Ratification of Appointment of Director Compensation ....................... 30 Independent Registered Public Accounting Firm .. 64 Independent Registered Public Accounting Compensation Discussion and Analysis .......... 33 Firm ....................................... 64 Compensation Highlights ..................... 33 Principal Accounting Fees and Services ......... 64 Compensation Actions Taken in Connection Pre-Approval Policy for Audit and Non-Audit With COVID-19 ........................... 33 Fees ....................................... 65 Compensation Best Practices .............. 34 Audit Committee Report ...................... 65 Summary