Werner Enterprises Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$WERN
Trucking Freight/Courier Services
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Compensatory Arrangement of Certain Officers
On February 12, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Werner Enterprises, Inc. (the “Company”) approved the following base salaries, restricted stock (“RS”) awards, and performance stock (“PS”) awards for each of the Company’s named executive officers ("NEOs").
| Named Executive Officer | Base Salary | RS (#) | PS (#) | |||||||||||||||||
| Derek J. Leathers | $ | 980,000 | 66,572 | 74,137 | ||||||||||||||||
| Chairman and Chief Executive Officer | ||||||||||||||||||||
| Christopher D. Wikoff | $ | 520,000 | 7,925 | 8,058 | ||||||||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | ||||||||||||||||||||
| Nathan J. Meisgeier | $ | 550,000 | 9,510 | 9,670 | ||||||||||||||||
| President and Chief Legal Officer | ||||||||||||||||||||
| Eric J. Downing | $ | 485,000 | 7,925 | 8,058 | ||||||||||||||||
| Executive Vice President and Chief Operating Officer | ||||||||||||||||||||
| Daragh P. Mahon | $ | 445,000 | 7,133 | 7,253 | ||||||||||||||||
| Executive Vice President and Chief Information Officer | ||||||||||||||||||||
The base salaries are effective February 13, 2026.
The grants of restricted stock and performance stock are subject to the terms and conditions of the Company’s 2023 Long-Term Incentive Plan approved by stockholders on May 9, 2023 (the “Plan”), and to the agreements governing the terms and conditions of the awards. The restricted stock vests in three installments of 34%, 33% and 33%, respectively, on each of the first three anniversaries from the grant date.
The performance stock is earned and issued upon vesting, in one installment on the third anniversary from the grant date, if the Company meets specified performance objectives related to the average annual growth percentage of diluted earnings per share (“Diluted EPS”) for the three-year period January 1, 2026 through December 31, 2028 (the “Performance Period”). The above table shows performance stock at the target level of performance. Actual vesting ranges between 0% and 200% of the target, depending on the actual average annual growth percentage of Diluted EPS for the Performance Period, subject to a total shareholder return (“TSR”) modifier that can increase or decrease the vesting percentage by 25% based on the Company's TSR for the three-year period ending December 31, 2028, relative to the TSR of a peer group of companies for the same period.
The Committee also approved the parameters of the performance-based annual incentive cash bonus program for the 2026 fiscal year ("2026 AIP"), subject to Plan terms and conditions. The performance goals for the 2026 AIP relate to the Company’s (i) operating income, (ii) revenues, excluding fuel surcharge revenues, and (iii) individual performance. Each NEO may earn a bonus ranging from 0% to
200% of his 2026 target bonus, based on the level of attainment of the performance goals. The target bonus amounts range from 80% to 125% of each NEO’s 2026 annual base salary.
In addition to the cash and equity compensation described above, certain NEOs may also receive certain of the following perquisites: personal use of a Company-provided vehicle, personal use of the Company's aircraft, country club membership, and participation in a personal medical care membership program. The NEOs are also eligible to participate in the Company’s 401(k) retirement savings and employee stock purchase plans (in each case including the ability to receive Company contributions), non-qualified deferred compensation plans, and voluntary, Company-sponsored health and welfare benefit programs.
The foregoing descriptions are not complete descriptions of all the rights and obligations and are qualified in their entirety by reference to the Plan, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 9, 2023, the agreement governing the restricted stock, which is filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and the agreement governing the performance stock, which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 9, 2024, all of which are incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WERNER ENTERPRISES, INC. | |||||||||||
Date: February 18, 2026 | By: | /s/ Christopher D. Wikoff | |||||||||
| Christopher D. Wikoff | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: February 18, 2026 | By: | /s/ James L. Johnson | |||||||||
| James L. Johnson | |||||||||||
| Executive Vice President and Chief Accounting Officer | |||||||||||