WABASH NATIONAL Corp PRE 14A, filed Mar 15, 2024

When:

Wednesday, May 22, 2024,
at 10:00 a.m. Eastern time

Items of Business:

4 proposals as listed
below

Date of Mailing:

The date of mailing of
this Proxy Statement or
Notice of Internet
Availability is on or
about April 9, 2024.

Who Can Vote:

Stockholders of
each share of common
stock at the close of
business on
March 25, 2024.

Attending the Meeting:

The 2024 Annual Meeting of Stockholders will be held in a virtual meeting (via live audio webcast) format only. You will not be able to attend the 2024 Annual Meeting of Stockholders physically. You or your proxyholder may participate, vote, and examine our stockholder list at the 2024 Annual Meeting of Stockholders by visiting www.virtualshareholder meeting.com/WNC2024 and using your control number found on your proxy card.

WABASH NATIONAL Corp (WNC)

PRE 14A 2024-03-15 For: 2024-05-22

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☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Proxy Statement Summary			1

Information About the Annual Meeting, Proxy Materials and Voting			15

Proposal 1 – Election of Directors			19

Information on Directors Standing for Election			19

Corporate Governance			28

Governance Guidelines & Code of Business Conduct & Ethics			28

Board Structure and its Role in Risk Oversight			28

Director Independence			28

Independent Chairperson			28

Director Refreshment			29

Director Attendance			29

Board’s Role in Risk Oversight			30

Committees of the Board			31

Nominating, Corporate Governance and Sustainability Committee			31

Compensation Committee			32

Audit Committee			32

Finance Committee			33

Related Persons Transactions Policy			34

Nomination of Director Candidates			34

Qualifications of Director Candidates			34

Director Nomination Process			35

Director Compensation			36

Compensation Discussion and Analysis			39

Compensation Highlights			39

Compensation Best Practices			39

Summary of Compensation Elements			40

Our 2023 Say-on-Pay Vote			40

Compensation Objectives and Philosophy			41

Compensation Methodology and Process			42

The Role of Independent Compensation Consultant			42

Peer Group Analysis and Market Compensation Data			43

Compensation Program Elements			44

Base Salary			44

Management Incentive Plan			44

Long-Term Incentive Plan			46

Retirement and Deferred Compensation Benefits			50

Severance and Change in Control Benefits			51

Executive Stock Ownership Guidelines			52

Insider Trading Policy and Anti-Hedging Rules			52


Compensation Recovery Policy			53

Compensation Risk Assessment			53

Compensation Committee Report			54

Executive Compensation Tables			55

Summary Compensation Table for the Year Ended December 31, 2023			55

Grants of Plan-Based Awards for the Year Ended December 31, 2023			57

Outstanding Equity Awards as of December 31, 2023			58

Option Exercises and Stock Vested During 2023			60

Non-Qualified Deferred Compensation			60

Potential Payments on Termination or Change in Control			61

Potential Payments on Termination or Change in Control – Payment and Benefit Estimates			64

Pay Ratio Disclosure			65

Pay Versus Performance Disclosure			67

Equity Compensation Plan Information			71

Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers			72

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm			74

Independent Registered Public Accounting Firm			74

Principal Accounting Fees and Services			74

Pre-Approval Policy for Audit and Non-Audit Fees			75

Audit Committee Report			75

Proposal 4 – Approval of the Proposed Amendment to the Certificate of Incorporation, as Amended, to Provide Exculpation from Personal Liability to Certain Officers as Permitted by Delaware Law			76

Beneficial Ownership Information			78

Beneficial Ownership of Common Stock			78

Delinquent Section 16(a) Reports			79

General Information			80

Availability of Certain Documents			80

Communications with the Board of Directors			80

Stockholder Proposals and Nominations			80

Householding of Proxy Materials			81

Appendix A			A-1


Date and Time:		10:00 a.m. Eastern time on Wednesday, May 22, 2024

Virtual Meeting Site:		www.virtualshareholdermeeting.com/WNC2024

Record Date:		March 25, 2024

Voting:		Stockholders as of the record date are entitled to vote. Each share of Common Stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.



Diversity and Inclusion. Wabash is committed to having a workforce that is diverse and embraces inclusion at all levels, reflecting the diversity of our customers and the varied environments in which we conduct business.		• Recognizing, valuing, and fully leveraging our different perspectives and backgrounds to achieve our business goals demonstrate our inclusive culture and are part of our Leadership Principles (“Embrace Diversity and Inclusion”). • The Nominating, Corporate Governance and Sustainability Committee actively considers diversity in its evaluation of Board composition. • 2 out of 9 of our director nominees are female (22%), including the current chair of the Nominating, Corporate Governance and Sustainability Committee, and 2 others are ethnically diverse (22%). • We desire diversity and inclusion to achieve our targeted business results and fulfill our vision of being the innovation leader of connected solutions for the transportation, logistics and distribution industries. Openness to diversity widens our access to the best talent, and inclusion allows us to engage that talent fully. • We place special focus on preventing pay imbalances. • In 2023, 66% of our total hourly hires were women and/or minorities, and 47% of total salaried hires in 2023 were women and/or minorities. • We work to promote diversity through our supply chain. Before we add any significant vendor to our supply chain, we complete an assessment, including a form that captures information about the vendor’s diversity profile and screens for any potential conflict of interest.

Employee Engagement. We define engagement as a deep connection and sense of purpose at work that creates extra energy and commitment. Our goal is to engineer a winning culture that is designed to execute the Company’s strategic plan.		• Over the long-term, we seek better outcomes from having a highly engaged and values-aligned workforce, including higher retention, higher productivity, better customer satisfaction, better quality, and better safety. • We provide all employees with the opportunity to share their opinions and feedback on our culture through a voluntary annual employee engagement assessment where all employees are encouraged to participate. • Results are measured and analyzed to enhance the employee experience, promote employee retention, drive positive change, and leverage the overall success of our organization.

Community Involvement. We succeed as one team and One Wabash, including through our devotion to philanthropy, volunteerism, charitable giving and community involvement.		• Wabash’s charitable giving program combines volunteer work with financial support to make a meaningful, lasting impact on our communities. We actively partner with nonprofit groups and projects to donate time, needed materials and financial resources to support the communities where we live and work. We place special emphasis on combating food insecurity in our communities, as well as supporting children and veterans. • We believe that enriching the lives of those around us is a powerful investment in our future. During 2022, we announced a national partnership to help end food insecurity with Feeding America^®, the nation’s largest domestic hunger-relief organization. Through this partnership, Wabash has donated $150,000 annually in support of mobile food pantries and freight subsidies, which are crucial to increasing the distribution of fresh and healthy food in vulnerable communities. This national partnership is an


		expansion of the work Wabash has done over the past 20 years on a local level with various Feeding America member food banks. • In 2023, we donated more than $755,000 through corporate gifts, local charitable sponsorships and employee donations to nonprofit organizations. Our charitable contributions included gifts to Feeding America, Fisher House, United Way, Cystic Fibrosis Foundation, Junior Achievement, National Alliance on Mental Illness, Gary Sinise Foundation, Boys and Girls Club, Humane Society, Habitat for Humanity, Mental Health America, Wreaths Across America, Special Olympics, YWCA, Boys Scouts of America, and more. In addition to these amazing organizations, we also supported local schools across the country with robotics clubs, weld programs, career development, food bank backpack programs, youth sports, music enrichment programs, and more. In addition to these amazing organizations, we also supported local schools across the country with robotics clubs, weld programs, career development support, food bank backpack programs, youth sports, music enrichment programs, and more. • We also run a Day of Giving Program, which allows all full-time employees the opportunity to volunteer one scheduled workday each calendar year in that employee’s chosen volunteer program. • In 2023, around 10% of the company’s workforce dedicated over 5,000 hours of volunteer work, actively supporting local food banks, homeless shelters, veteran services agencies, environmental conservation programs, local schools’ leadership and career readiness activities, Junior Achievement, Salvation Army, YWCA, local animal shelters, Wreaths Across America, youth athletics, art programs, foster child agencies, programs to support people with disabilities, and more.

Environmental Sustainability. We are resilient and capable of the change required to succeed in a world that does not stand still, including with respect to environmental sustainability and climate change.		• We measure and compare our energy management metrics, including greenhouse gas emissions and overall energy use, on a yearly basis. Our current metrics and comparisons are disclosed in our Corporate Responsibility Report. • We currently maintain an ISO 14001 registration of the Environmental Management System at four facilities, which include our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. • Other Environmental Stewardship Certification: Federal Clean Industry Certification (2017, San José Iturbide, Guanajuato, Mexico) • Our products are generally designed to be fuel efficient and reduce emissions by reducing weight, improving aerodynamics, and improving thermal efficiency. • In 2019, we introduced our DuraPlate^® Cell Core technology, which delivers a 300-pound-lighter weight trailer compared to traditional designs, without compromising durability. • Our innovative and award-winning EcoNex^™ Technology is a molded structural composite that improves thermal efficiency of a refrigerated trailer by up to 28% over Wabash’s conventional ArcticLite^® refrigerated trailer and is being engineered to be lighter with greater strength and


		• Indiana Chamber of Commerce • Indiana Manufacturers Association (IMA) • National Association of Manufacturers (NAM)

Talent Development. To model a growth mindset, we continue learning through every stage of our careers, and we also believe in supporting the next generation of leaders who will continue to change how the world reaches you.		• One of our Company values is Always Learn. We put that into practice by offering our own welding and skills training courses, self-directed learning modules and an executive leadership development program at no cost to employees. • We host a wide variety of learning and development opportunities through our custom-tailored Learning Management System — Wabash U. Our employees have access through an online portal to thousands of self-directed and instructor-led courses on a variety of professional development topics. Our employees also have access to WMS University (“WMS U”), which was developed and accredited by Purdue University’s Dauch Center for the Management of Manufacturing Enterprises and TP3 Institute for smart manufacturing. WMS U teaches participants about our WMS systems and tools in our lean enterprise, the goal of which is to equip our employees with the knowledge to live WMS principles every day. There are over 225 graduates to date from our WMS U programs. • In partnership with Purdue University, we developed curriculum for WMS Facilitator and Coaching training, which was launched during the first quarter of 2022. • Targeted learning and development opportunities are also created through external partnerships, including special development programs for front line leaders (with over 400 trained since the program began in 2022), as well as focused executive development across a variety of topics. • Full-time Wabash employees can pursue various courses, undergraduate and graduate degree programs, or relevant certifications at an accredited college or university without added financial burden by using our Accelerator tuition reimbursement program. • We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. • Wabash employees and dependents of employees are eligible for a variety of scholarships offered by Wabash and the industry associations to which we belong. • We support the youth in our communities through program funding, training programs, internships, co-ops and our emerging leadership development programs. • We also sponsor youth clubs in our communities, including robotics clubs, STEM programs and the Purdue University’s Women in Engineering Program. • In 2023, we awarded 12 high school graduates with Wabash scholarships totaling $60,000.



Ethics and Compliance. Employees who thrive at Wabash are honest, have incredible energy, and demonstrate grit in everything they do. We also work to hold our entire supply chain accountable.		• We maintain a Code of Business Conduct and Ethics that lays the foundation for our ethics and compliance program and defines our overall management approach to human rights, anti-corruption, the environment, governance and social matters. • Our Employee Handbook is founded on and incorporates the values, policies and rules set forth in our Code of Business Conduct and Ethics. All employees and directors are expected to take the values, policies, and rules set forth and apply them to all situations that arise in the course and scope of employment. • We maintain an AlertLine whereby employees are able to report violations of Wabash’s Code of Business Conduct and Ethics. • Our Code of Business Conduct and Ethics also provides key expectations to our suppliers, vendors, dealers and agents to abide by the same ethical and legal standards, including: • Labor and human rights • Restrictions against corruption, bribery and extortion • Health and safety activities • Environmental compliance • We require all facilities to practice equal opportunity employment and have zero tolerance for harassment, racism or bigotry of any kind. Employees, contract workers, visitors and other non-employees are encouraged to immediately report harassment or any ethics or compliance violations committed by anyone. • Our Conflict Minerals Policy is in place to prevent the use of minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or in neighboring countries. • We ask our suppliers to demonstrate that they source “conflict minerals” from outside the conflict region and/or can certify that conflict minerals sourced from within the conflict region are “conflict free.”

Awards and Recognition. Our efforts to make bold choices and encourage creativity, collaboration, and risk-taking to turn breakthrough ideas into reality have been recognized throughout the years.		• Safety and Environmental Awards: • 2017 Kentucky Governor’s Safety and Health Award (Cadiz, KY) • Truck Trailer Manufacturers Association Plant Safety Awards: • 2022: Fond du Lac, WI and New Lisbon, WI • 2021: Little Falls, MN, and San José Iturbide, Guanajuato, Mexico • 2020: Fond du Lac, WI and San José Iturbide, Guanajuato, Mexico • 2019: New Lisbon, WI • 2018: San José Iturbide, Guanajuato, Mexico • 2016: New Lisbon, WI, and San José Iturbide, Guanajuato, Mexico • 2015: New Lisbon, WI • 2013: San José Iturbide, Guanajuato, Mexico • Product Awards: • SSAB Swedish Steel Prize Finalist (RIG-16 Rear Impact Guard, 2017) • IIHS Toughguard Award (RIG-16 Rear Impact Guard, 2017) • Heavy Duty Trucking Top 20 Products (Cold Chain and Final Mile equipment, 2016)


		• Corporate Awards: • Forbes America’s Most Successful Small-Cap Companies (2023, 2024) • FreightWaves FreightTech 100 (2023) • Newsweek’s America’s Greatest Workplaces for Job Starters (2023) • Newsweek’s America’s Most Responsible Companies (2024, 2022) • Indiana Manufacturer’s Association Innovation Excellence Award (2021) • IndustryWeek 50 Best U.S. Manufacturers (2018, 2017, 2016, 2015, 2013, 2006) • INVESTIndiana Equity Conference Top 5 Indiana Public Company (2016) • Supplier Diversity Development Coalition of Greater Lafayette Golden Handshake Award for Diversity and Excellence (2016) • Forbes 100 Most Trustworthy Companies in America (2015) • Indiana Employer Support of the Guard and Reserve Above and Beyond Award (2014)

Environmental, Health and Safety		• Reflected in our corporate Environmental, Health and Safety Policy, we maintain high standards for manufacturing safety. We commit to meet or exceed all applicable environmental, health, and safety standards, regulations and other requirements. • The Operations Management at each of our facilities is directly responsible for implementing this policy and ensuring full compliance with all environmental, health, and safety laws, internal standards and requirements applicable within their respective organizations. • We commit to manage all of our business activities in a responsible manner with respect for the environment through pollution prevention and with our highest priority being the health and safety of our employees. • The health and wellness of our employees is critical to our success. We provide our employees with access to a variety of innovative, flexible, and convenient health and wellness programs. Such programs are designed to support employees’ physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors. • We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees. We provide ongoing safety training and development at our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks. Our employees are encouraged to identify safety opportunities and report near-misses through our safety good catch program. • We believe that all injuries and occupational illnesses, as well as environmental incidents, are preventable. In support of this, all employees are expected to perform their work in such a manner as to not jeopardize the environment or the safety and health of themselves and their fellow workers.


		• The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations. For example, a lagging indicator includes the OSHA Total Recordable Incident Rate (“TRIR”). TRIR in 2023 was 4.32, which is one of the Company’s best-ever years for TRIR performance. A leading metric we use is scoring from our Blueprint for Excellence, which assesses a facility’s overall safety program and identifies key areas of improvement. • In 2020, Wabash implemented a software platform to proactively mitigate safety risks by driving business decisions based on actionable insights and advanced analytics. We continue to encourage reporting of near-miss incidents and track near-misses enterprise-wide. • We work to ensure that our products, processes, services, and facilities minimize the generation of waste, pollution and adverse impacts on the environment. • We work on innovations to protect the people who operate our equipment and partner with others to further promote safety by sharing best practices and ideas for implementing higher standards. • We also demonstrate a commitment to highway safety in our products. Our Upper ID/Aux Stoplights enhance collision avoidance by making trailer braking more visible to motorists. Our Rear Underride Guard System surpasses U.S. and Canadian standards and prevents underride in multiple offset impact scenarios.
Director Independence		• 8 out of 9 director nominees are independent. • 3 fully independent Board committees: Nominating, Corporate Governance and Sustainability Committee, Compensation Committee and Audit Committee.
Board Accountability		• All directors are elected annually via majority voting standard. • Stockholders may amend our bylaws. • Our Nominating, Corporate Governance and Sustainability Committee is evolving its oversight of ESG, including the areas of energy consumption, climate change, greenhouse gas and other criteria relevant to our business practices.
Board Leadership		• We review board leadership, committee structure and committee membership annually and conduct an annual assessment of board effectiveness. • We have an independent Chairperson who has a strong role and significant governance duties, including presiding over all executive sessions of independent directors.
Stockholder Engagement		• We routinely meet with stockholders for conversations focused on a variety of topics, including governance, Company strategy, growth, risk management and sustainability.


PROPOSALS	BOARD VOTE RECOMMENDATION	PAGE

Election of Directors	FOR EACH NOMINEE	19

Advisory Vote on the Compensation of Our Named Executive Officers (“Say-on-Pay”)	FOR	72

Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	74

Approval of the Proposed Amendment to the Certificate of Incorporation, as Amended, to Provide Exculpation from Personal Liability for Certain Officers as Permitted by Delaware Law	FOR	76


NAME	AGE	DIRECTOR SINCE	OCCUPATION	INDEPENDENT	OTHER PUBLIC BOARDS

Therese M. Bassett	60	November 2019	Managing Director, NuVentures LLC	Yes	No

John G. Boss	64	December 2017	Former President and Chief Executive Officer, Momentive Performance Materials Inc.	Yes	Yes

Trent J. Broberg	42	September 2022	Chief Executive Officer, ACERTUS	Yes	No

Larry J. Magee	69	January 2005	President, Magee Ventures Group	Yes	No

Ann D. Murtlow	63	February 2013	Former President and Chief Executive Officer, United Way of Central Indiana; Former President and Chief Executive Officer of Indianapolis Power & Light Company	Yes	Yes

Sudhanshu Priyadarshi	47	November 2022	Chief Financial Officer and President, International, Keurig Dr Pepper Inc. (KDP)	Yes	No

Scott K. Sorensen	62	May 2005	Former President, Thatcher Company, Inc.	Yes	No

Stuart A. Taylor II	63	August 2019	Chief Executive Officer, The Taylor Group LLC	Yes	Yes

Brent L. Yeagy	53	October 2016	President and Chief Executive Officer, Wabash National Corporation	No	No


Proposal 1		To elect nine members of the Board of Directors.
Proposal 2		To hold an advisory vote on the compensation of our named executive officers.
Proposal 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, 2024.
Proposal 4		To approve the proposed amendment to our Certificate of Incorporation, as amended, to provide exculpation from personal liability for certain officers as permitted by Delaware law.


PROPOSAL NUMBER	ITEM	VOTE REQUIRED FOR APPROVAL OF EACH ITEM	ABSTENTIONS	UNINSTRUCTED SHARES	UNMARKED, SIGNED PROXY CARDS

1	Election of Directors	Majority of votes cast	No effect	Not voted, no effect	Voted “for”

2	Advisory vote on executive compensation	Majority of shares present and entitled to vote	Same effect as “against”	Not voted, no effect	Voted “for”

3	Ratification of Appointment of Independent Auditor	Majority of shares present and entitled to vote	Same effect as “against”	Discretionary vote	Voted “for”

4	Approval of the proposed amendment to the Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law	Majority of common stock outstanding entitled to vote	Same effect as “against”	Not voted, same effect as “against”	Voted “for”



NAME	NOMINATING, CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE	COMPENSATION COMMITTEE	AUDIT COMMITTEE	FINANCE COMMITTEE

Therese M. Bassett	Member		Member	Member

John G. Boss		Chair		Member

Trent J. Broberg	Member			Member

Larry J. Magee	Member	Member

Ann D. Murtlow	Chair	Member

Sudhanshu Priyadarshi		Member	Member

Scott K. Sorensen		Member	Chair

Stuart A. Taylor II			Member	Chair

Brent L. Yeagy				Member


ANNUAL RETAINERS ⁽¹⁾		AMOUNT
Board		$	220,000	⁽²⁾
Member:
	Audit Committee	$	10,000
	Compensation Committee	$	8,000
	Nominating, Corporate Governance and Sustainability Committee	$	8,000
	Finance Committee	$	8,000
Chairperson of the Board		$	100,000
Audit Committee Chair		$	20,000
Compensation Committee Chair		$	15,000
Nominating, Corporate Governance and Sustainability Committee Chair		$	15,000
Finance Committee Chair		$	15,000


Director Compensation for the Year Ended December 31, 2023
NAME	(1) FEES EARNED OR PAID IN CASH ($)		(2) STOCK AWARDS ($)		(3) ALL OTHER COMPENSATION ($)		TOTAL ($)
Larry J. Magee	$	186,000	$	130,021	$	7,440	$	323,461
Therese M. Bassett	$	106,000	$	130,021	$	—	$	236,021
John G. Boss	$	103,000	$	130,021	$	4,120	$	237,141
Trent J. Broberg	$	96,000	$	130,021	$	—	$	226,021
Ann D. Murtlow	$	103,000	$	130,021	$	—	$	233,021
Sudhanshu Priyadarshi	$	98,000	$	130,021	$	3,920	$	231,941
Scott K. Sorensen	$	108,000	$	130,021	$	4,320	$	242,341
Stuart A. Taylor II	$	105,000	$	130,021	$	—	$	235,021


Brent L. Yeagy President and Chief Executive Officer

Michael N. Pettit Senior Vice President and Chief Financial Officer		Dustin T. Smith Senior Vice President, Chief Operating Officer^*

Kevin J. Page Senior Vice President, Chief Commercial Officer		M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary**


COMPONENT	DESCRIPTION	WHERE REPORTED IN THE EXECUTIVE COMPENSATION TABLES

Base Salary	• Fixed cash compensation. • Takes into consideration executive’s level of responsibility, experience, knowledge and performance, internal equity considerations, and a competitive market assessment.	• Summary Compensation Table – “Salary” column

Short-Term Incentive Award	• Variable short-term incentive paid in cash based on annual performance against Company-wide financial goals. • Purpose is to promote the achievement of short-term financial goals aligned with fiscal year operational objectives and stockholder interests.	• Summary Compensation Table –“Non-Equity Incentive Plan Compensation” column • Grants of Plan-Based Awards Table – “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column

Long-Term Incentive Award	• Variable compensation delivered through a combination of Performance Stock Units and Restricted Stock Units. • Objectives are to create alignment with stockholder interests and promote achievement of longer-term financial and strategic objectives, reward executives for long-term growth and performance of the Company and encourage executive retention.	• Summary Compensation Table –“Stock Awards” column • Grants of Plan-Based Awards Table – “Estimated Possible Payouts Under Equity Incentive Plan Awards” column • Outstanding Equity Awards at Fiscal Year-End table • Option Exercises and Stock Vested Table

Perquisites	• We provide limited perquisites to help us remain competitive with the market.	• Summary Compensation Table –“All Other Compensation” column

Retirement and Deferred Compensation Benefits	• The NEOs participate in our 401(k) plan, which includes a Company match, on the same terms as all other salaried employees. • A select group of employees, including the NEOs, can elect to defer their base salary and/or their annual cash bonus under our non- qualified deferred compensation plan. We partially match employee contributions when the performance of the Company allows.	• Summary Compensation Table –“All Other Compensation” column • Non-Qualified Deferred Compensation Table

Potential Payments Upon Change in Control and Certain Terminations of Employment	• Encourages executives to operate in the best interests of stockholders both before and after a Change in Control event. • Provides market competitive benefits in the event of certain terminations of employment.	• Potential Payments on Termination or Change in Control Payment and Benefits Estimate Table


2023 PROXY PEER GROUP

A.O. Smith Corporation	EnPro Industries, Inc.	Meritor, Inc.

Allison Transmission Holdings, Inc.	Federal Signal Corporation	Modine Manufacturing Company

Barnes Group	Greenbrier Companies, Inc.	Nordson Corp.

Chart Industries, Inc.	Harsco Corporation	The Shyft Group, Inc.

Commercial Vehicle Group, Inc.	IDEX Corporation	Titan International, Inc.

Cooper-Standard Holdings Inc.	ITT, Inc.	Trinity Industries, Inc.

Donaldson Company, Inc.	LCI Industries	Woodward, Inc.


	REVENUE*	MARKET CAPITALIZATION**

Proxy Peer Group

Range	$964 million – $5.559 billion	$74 million – $15.866 billion

Median	$2.313 billion	$2.517 billion

Wabash National Corporation	$2.151 billion	$886 million


NAME	2023 ANNUAL BASE SALARY	% INCREASE FROM 2022

Mr. Yeagy	$1,050,000	6.6%

Mr. Pettit	$540,000	10.2%

Mr. Smith	$525,000	5.0%

Mr. Page	$495,000	12.5%

Ms. Glazner	$475,000	8.0%


		2023 TARGET MIP RATE

Mr. Yeagy		110%

Mr. Pettit		75%

Mr. Smith		75%

Mr. Page		80%

Ms. Glazner		75%


	THRESHOLD (35%)	TARGET (100%)	MAXIMUM (200%)	ACTUAL	% ACHIEVED
Corporate Operating Income (“OI”) 70% of MIP Award	$165.0 million	$220 million	$275 million	$311.9 million	200.0%
Net Working Capital as a Percentage of Sales (“NWC”) 30% of MIP Award	11.5%	10.0%	8.5% or less	11.2%	48.0%


	2023 LTI TARGET GRANT VALUE
Mr. Yeagy	$	4,100,000
Mr. Pettit	$	975,000
Mr. Smith	$	950,000
Mr. Page	$	750,000
Ms. Glazner	$	750,000


	PSUs	RSUs

Performance Metrics	• Relative Total Stockholder Return (“RTSR”) • Return on Invested Capital (“ROIC”)	None

Performance Period	• Three years (2023-2025) for RTSR • Three years (2023-2025) for ROIC	None

Vesting Period	Earned awards, if any, vest in full on third anniversary of the grant date	Award vests in full on third anniversary of the grant date

Forfeiture/Settlement	Earned only upon achievement of at least threshold performance level, and paid out in Wabash Common Stock upon vesting	Forfeitable until vesting date, at which time they are settled in Wabash Common Stock


PSUS GRANTED IN 2021, 2022 AND 2023
METRIC	WEIGHTING

Relative Total Stockholder Return (“RTSR”)		75	%

Return on Invested Capital (“ROIC”)		25	%


Blue Bird Corporation	LCI Industries	REV Group, Inc.
Commercial Vehicle Group	The Manitowoc Company, Inc.	The Shyft Group, Inc.
Douglas Dynamics, Inc.	Modine Manufacturing Co.	Terex Corporation
EnPro Industries, Inc.	Oshkosh Corp.	The Timken Co.
Federal Signal Corp.	PACCAR Inc.	Trinity Industries, Inc.
Flowserve Corporation	Patrick Industries, Inc.	Winnebago Industries, Inc.
The Greenbrier Companies, Inc.


Wabash Ranking Against Cyclical Peer Group		% of PSUs Earned
80^th or Greater Percentile		200% (Maximum)
50^th Percentile		100% (Target)
25^th Percentile		50% (Threshold)


ROIC		% OF PSUs EARNED
19%		200% (Maximum)
14%		100% (Target)
11%		50% (Threshold)


METRIC	WEIGHT	ACTUAL RESULTS	PERFORMANCE LEVEL ACHIEVED	% PSUs TIED TO METRIC EARNED
RTSR	75%	7^th Within Peer Group	Exceed Target of 50^th Percentile but Below Maximum of 80^th Percentile	155.6%
ROIC	25%	24.3%	Exceed Maximum of 15%	200%


CEO		Five (5) times base salary
CFO, COO		Three (3) times base salary
Other Executive Officers		Two-and-one-half (2 ¹/₂) times base salary


NAME AND PRINCIPAL POSITION	YEAR		SALARY		BONUS		STOCK AWARDS (1)		NON-EQUITY INCENTIVE PLAN COMPENSATION (2)		ALL OTHER COMPENSATION (3)		TOTAL
Brent L. Yeagy President, Chief Executive Officer, Director		2023	$	1,037,500	$	—	$	4,657,736	$	1,783,320	$	134,646	$	7,613,202
		2022	$	978,269	$	—	$	4,078,439	$	1,211,156	$	108,787	$	6,376,651
		2021	$	938,461	$	—	$	3,500,453	$	107,350	$	59,716	$	4,605,980
Michael N. Pettit Senior Vice President and Chief Financial Officer		2023	$	530,385	$	—	$	1,107,610	$	625,320	$	65,819	$	2,329,134
		2022	$	477,500	$	—	$	992,098	$	451,878	$	57,461	$	1,978,937
		2021	$	416,923	$	—	$	877,808	$	33,618	$	35,322	$	1,363,671
Dustin T. Smith Senior Vice President, Chief Operating Officer		2023	$	520,192	$	—	$	1,079,251	$	607,950	$	65,891	$	2,273,284
		2022	$	487,500	$	—	$	992,098	$	430,360	$	52,371	$	1,962,329
		2021	$	430,385	$	—	$	640,858	$	34,409	$	35,636	$	1,141,288
Kevin J. Page Senior Vice President, Chief Commercial Officer		2023	$	484,423	$	—	$	852,001	$	611,424	$	63,211	$	2,011,059
		2022	$	430,385	$	—	$	771,609	$	378,716	$	50,621	$	1,631,331
		2021	$	380,769	$	—	$	538,538	$	30,849	$	33,434	$	983,590
M. Kristin Glazner Senior Vice President, Chief Administrative Officer, Corporate Secretary		2023	$	468,269	$	—	$	852,001	$	550,050	$	60,457	$	1,930,777
		2022	$	432,308	$	—	$	771,609	$	378,716	$	48,501	$	1,631,134
		2021	$	391,923	$	—	$	625,165	$	31,640	$	34,002	$	1,082,730