2023 Annual Report
W
a
b
a
s
h
N
a
t
i
o
n
a
l
C
o
r
p
o
r
a
t
i
o
n
2
0
2
3
A
n
n
u
a
l
R
e
p
o
r
t
Wabash National Corporation
3900 McCarty Ln
Lafayette, IN 47905
Changing How the World
Reaches You ®
L
e
t
t
e
r
t
o
S
t
o
c
k
h
o
d
e
r
s
l
Dear Fellow Stockholders,
Letter from the President and Chief Executive Officer
I am delighted to share with you the remarkable achievements and milestones that defined Wabash’s journey
throughout 2023. It was a year marked not only by unprecedented financial success but also by significant strides
in our strategic initiatives, setting the stage for a future fueled by innovation and growth.
During 2023, we achieved many new financial records, capped by earnings of $4.81 per share. Last year’s earnings
per share (EPS) surpassed our 2025 goal set in 2022 by an extraordinary 39%.
Along with record financial results, we were pleased to receive external recognition again, including Forbes’ award
for America’s Most Successful Small-Cap Companies (2023 and 2024), and Newsweek’s awards for America’s Most
Responsible Companies (2024) and America’s Greatest Workplaces for Job Starters (2023).
Connections, relationships, and networks have been a central theme guiding our trajectory in 2023, and one that
will continue to propel us forward. As we have evolved into a more customer-centric organization, we have
intensified our efforts to enhance connections with our customers. This shift allowed us to create more
touchpoints with customers in 2023, offering enhanced dry van capacity, a focus on parts and services, and
innovative offerings such as Trailers as a Service (TaaS)SM. These initiatives deepen our engagement while creating
value for our customers.
In addition to strengthening customer relationships, we have deepened collaborations with our supplier and
technology partners. By understanding both our customers’ challenges and opportunities, we can share valuable
insights with our strategic suppliers, contributing to enhanced supply base performance. Emphasizing our
commitment to tech-enabled innovation, we are advancing our digital capabilities, revolutionizing the online
experience for our ecosystem across the transportation and logistics landscape.
At the core of our success is our commitment to employees. Recognizing that strong engagement is integral to
superior financial performance, we focus on cultivating a work environment that prioritizes respect, empowerment
and innovative thinking. We are dedicated to fostering an atmosphere where every individual feels valued,
respected and part of something bigger.
Looking ahead, we are confident in our strategic positioning as a visionary leader within the transportation,
logistics and distribution ecosystem. Our expanding ecosystem, driven by our tech-enabled initiatives, will
continue to scale, creating enhanced value for all stakeholders.
As we reflect on the accomplishments of 2023, I express my gratitude to our dedicated team; the strategic
oversight of our board of directors; the trust and support of our customers, dealers and suppliers; and the
confidence of our stockholders. Together, we are shaping the future of Wabash as a tech-enabled industrial
company, ready to embrace the opportunities that lie ahead.
With appreciation,
Brent L. Yeagy
President and Chief Executive Officer
[THIS PAGE INTENTIONALLY LEFT BLANK]
WABASH NATIONAL CORPORATION
3900 McCarty Lane
Lafayette, Indiana 47905
Notice of Annual Meeting of Stockholders
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.
Items of Business:
1. To elect nine 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, 2024;
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; 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 25, 2024 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 22, 2024:
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, Chief Administrative Officer,
Corporate Secretary
April 9, 2024
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]
2024 Annual Meeting of Stockholders on May 22, 2024
Proxy Statement
Table of Contents
Proxy Statement Summary . . . . . . . . . . . . . . . . . . . . .
1
Information About the Annual Meeting, Proxy
Materials and Voting . . . . . . . . . . . . . . . . . . . . . . . . . .
Proposal 1 – Election of Directors . . . . . . . . . . . . . . .
Information on Directors Standing for
Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . .
Governance Guidelines & Code of Business
Conduct & Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board Structure and its Role in Risk Oversight . .
Director Independence . . . . . . . . . . . . . . . . . . .
Independent Chairperson . . . . . . . . . . . . . . . . .
Director Refreshment . . . . . . . . . . . . . . . . . . . .
Director Attendance . . . . . . . . . . . . . . . . . . . . .
Board’s Role in Risk Oversight . . . . . . . . . . . . .
Committees of the Board . . . . . . . . . . . . . . . . . . . .
Nominating, Corporate Governance and
Sustainability Committee . . . . . . . . . . . . . . . . .
Compensation Committee . . . . . . . . . . . . . . . .
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . .
Finance Committee . . . . . . . . . . . . . . . . . . . . . .
Related Persons Transactions Policy . . . . . . . . . . .
Nomination of Director Candidates . . . . . . . . . . . .
Qualifications of Director Candidates . . . . . . .
Director Nomination Process . . . . . . . . . . . . . .
Director Compensation . . . . . . . . . . . . . . . . . . . . . .
Compensation Discussion and Analysis . . . . . . . . .
Compensation Highlights . . . . . . . . . . . . . . . . . . . .
Compensation Best Practices . . . . . . . . . . . . .
Summary of Compensation Elements . . . . . .
Our 2023 Say-on-Pay Vote . . . . . . . . . . . . . . . .
Compensation Objectives and Philosophy . . . . .
Compensation Methodology and Process . . . . . .
The Role of Independent Compensation
Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peer Group Analysis and Market
Compensation Data . . . . . . . . . . . . . . . . . . . . . .
Compensation Program Elements . . . . . . . . . . . . .
Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management Incentive Plan . . . . . . . . . . . . . . .
Long-Term Incentive Plan . . . . . . . . . . . . . . . . .
Retirement and Deferred Compensation
Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Severance and Change in Control
Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Stock Ownership Guidelines . . . . . . . .
Insider Trading Policy and Anti-Hedging
Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
19
19
28
28
28
28
28
29
29
30
31
31
32
32
33
34
34
34
35
36
39
39
39
40
40
41
42
42
43
44
44
44
46
50
51
52
52
Compensation Recovery Policy . . . . . . . . . . . . . . .
Compensation Risk Assessment . . . . . . . . . . . . . .
Compensation Committee Report . . . . . . . . . . . . . . .
Executive Compensation Tables . . . . . . . . . . . . . . . .
Summary Compensation Table for the Year
Ended December 31, 2023 . . . . . . . . . . . . . . . . . . .
Grants of Plan-Based Awards for the Year Ended
December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding Equity Awards as of December 31,
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Option Exercises and Stock Vested During
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Qualified Deferred Compensation . . . . . . . .
Potential Payments on Termination or
. . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Control
Potential Payments on Termination or Change in
Control – Payment and Benefit Estimates . . . . . .
Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . .
Pay Versus Performance Disclosure . . . . . . . . . . .
Equity Compensation Plan Information . . . . . . . . . .
Proposal 2 – Advisory Vote on the Compensation
of Our Named Executive Officers . . . . . . . . . . . . . . .
Proposal 3 – Ratification of Appointment of
Independent Registered Public Accounting
Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Independent Registered Public Accounting
Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . .
Pre-Approval Policy for Audit and Non-Audit
Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit Committee Report . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beneficial Ownership Information . . . . . . . . . . . . . .
Beneficial Ownership of Common Stock . . . . . . .
Delinquent Section 16(a) Reports . . . . . . . . . . . . .
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . .
Availability of Certain Documents . . . . . . . . . . . . .
Communications with the Board of Directors . . .
Stockholder Proposals and Nominations . . . . . . .
Householding of Proxy Materials . . . . . . . . . . . . . .
53
53
54
55
55
57
58
60
60
61
64
65
67
71
72
74
74
74
75
75
76
78
78
79
80
80
80
80
81
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
WABASH NATIONAL CORPORATION
2024 Proxy Statement
i
[THIS PAGE INTENTIONALLY LEFT BLANK]
WABASH NATIONAL CORPORATION
3900 McCarty Lane
Lafayette, Indiana 47905
Proxy Statement Summary
To assist you in reviewing the proposals that may be acted upon at our 2024 Annual Meeting, the summary below
highlights certain information that is contained elsewhere in this Proxy Statement. This summary does not contain
all of the information that you should consider, and you should read the entire Proxy Statement carefully before
voting. Page references are supplied to help you find further information in this Proxy Statement.
Annual Meeting of Stockholders
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.
Company Overview
Wabash National Corporation, which we refer to herein as “Wabash,” the “Company,” “us,” “we,” or “our,” is
Changing How the World Reaches You®. Wabash was founded in 1985 and incorporated as a corporation in
Delaware in 1991, with its principal executive offices in Lafayette, Indiana, as a dry van trailer manufacturer. Today
we are the visionary leader of connected solutions for the transportation, logistics, and distribution industries.
To that end, we design and manufacture a diverse range of products, including dry freight and refrigerated trailers,
platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products,
transportation, logistics, and distribution industry parts and services, and specialty food grade processing
equipment. We have achieved this diversification through acquisitions, organic growth, and product innovation.
We believe our position as a leader in our key industries is the result of longstanding relationships with our core
customers, our demonstrated ability to attract new customers, our broad and innovative product lines, our
engineering leadership, and our extensive distribution and service network. More importantly, we believe our
leadership position is indicative of the Values and Leadership Principles that guide our actions.
At Wabash, it’s our focus on people, purpose, and performance that drives us to do better. Our Purpose is to
change how the world reaches you; our Vision is to be the innovation leader of connected solutions for the
transportation, logistics, and distribution industries; and our Mission is to enable our customers to succeed with
breakthrough ideas and solutions that help them move everything from first to final mile.
Our Values are the qualities that govern our critical leadership behaviors and
accelerate our progress.
• Be Curious: We will make bold choices and encourage creativity, collaboration and risk-taking to turn
breakthrough ideas into reality.
• Have a Growth Mindset: We will be resilient and capable of the change required to succeed in a world that does
not stand still.
• Create Remarkable Teams: We will create a workplace culture that allows individuals to be their best in order to
retain and attract talent from diverse industries, geographies and backgrounds.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
1
Proxy Statement Summary
Our Leadership Principles are the behaviors that provide definition to our
actions and bring our values to life.
• Embrace Diversity and Inclusion: We solicit and respect the input of others, celebrate our differences and strive
for transparency and inclusiveness.
• Seek to Listen: We listen to our customers, partners, and each other to reach the best solutions and make the
strongest decisions.
• Always Learn: To model a growth mindset, we continue learning through every stage of our careers. We do not
quit and we are not satisfied with the status quo.
• Be Authentic: Employees who thrive at Wabash are honest, have incredible energy and demonstrate grit in
everything they do.
• Win Together: We collaborate, seek alignment and excel at cross-group communication to succeed as one team
and One Wabash.
Corporate Responsibility and Governance Highlights
At Wabash, it’s our focus on people, purpose and performance that drives us to do better so we can continue
Changing How the World Reaches You®. We believe that our leadership principles, as set forth above, create a
workplace culture in which our colleagues can share their talents and perspectives and are empowered to make a
difference for our customers, for each other, for our communities and for our environment. Wabash is committed
to growing its business in a sustainable and socially responsible manner. We support the passions and interests of
our employees and empower them to be a positive influence in the world. We are proud to provide many
opportunities to be good neighbors by volunteering time and talent to support the causes that matter most to our
employees. We publicly disclosed substantial information about our business in our Corporate Responsibility
Report, available on the Governance/Corporate Responsibility page of the Investor Relations section of our website
at ir.onewabash.com, which details our commitments, programs and progress on a variety of topics, including our
products and supply chain, sustainability and environmental impact, diversity and inclusion, workplace safety,
ethics and compliance, risk management and governance. We have mapped our disclosures on environmental,
social and governance topics to metrics outlined by the Sustainability Accounting Standards Board (SASB) and the
Task Force on Climate-Related Financial Disclosures (TCFD) in our SASB and TCFD Indices, included in our
Corporate Responsibility Report. The Corporate Responsibility Report is not incorporated herein by reference or
otherwise. Below are some of the highlights of our focus and commitment:
Board Nominee Diversity
Executive Team Diversity
44% Diversity
Women
Ethnically Diverse
22%
22%
44%
20% Diversity
Women
20%
20%
2
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proxy Statement Summary
• 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
Diversity and Inclusion. Wabash
Inclusion”).
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.
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.
• 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.
• 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.
• 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
Community Involvement. We
materials and financial resources to support the communities where we live
succeed as one team and One
and work. We place special emphasis on combating food insecurity in our
Wabash, including through our
communities, as well as supporting children and veterans.
devotion to philanthropy,
volunteerism, charitable giving
and community involvement.
• 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
WABASH NATIONAL CORPORATION
2024 Proxy Statement
3
Proxy Statement Summary
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.
• 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
Environmental Sustainability. We
Responsibility Report.
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 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
4
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proxy Statement Summary
durability. The California Air Resources Board has agreed with data
supporting the fact that a refrigerated trailer with EcoNex™ Technology
provides greenhouse gas benefits over Wabash’s conventional refrigerated
trailer.
• We configure and install telematics systems, providing real-time monitoring
and analysis of performance and environmental data and allowing drivers to
increase performance, reduce maintenance and prolong equipment life.
• By sourcing post-consumer resin to manufacture our DuraPlate® panels, we
have diverted more than 1 billion plastic bottles from landfills.
• All Wabash facilities use energy-efficient lighting.
• Our manufacturing operations use pulse welders, which produce the same
high-quality result as traditional welders but require only 1/3rd of the
energy to run.
• With the implementation of a new Environmental, Occupational Health,
Safety and Security software platform, we have improved tracking of our
recycling and waste reduction efforts. In 2023, Wabash’s recycling program
and use of recycled materials saved 5.55 cubic yards of landfill airspace per
new unit shipped, 1,357 kilowatt-hours of electricity per new unit shipped,
0.67 mature trees per new unit shipped and 1.32 metric tons of greenhouse
gas emissions per new unit shipped.
• We help customers extend the useful life of their equipment with
remanufacturing and repair services, limiting the amount of raw materials
needed to produce new machinery.
• We leverage partnerships with government entities and industry
associations to develop efficient, effective and practical solutions to
problems facing the manufacturing and transportation segments.
Affiliations include:
• Government and Regulatory Bodies:
• California Air Resource Board (CARB)
• U.S. Department of Transportation (DOT)
• Environmental Protection Agency (EPA)
• National Highway Transportation Safety Administration (NHTSA) and
NHTSA Advisory Committee on Underride Protection
• Transport Canada
• Transportation Associations:
• American Trucking Associations (ATA)
• ATA’s Technology and Maintenance Council (TMC)
• Cargo Tank Risk Management Committee (CTRMC)
• National Tank Truck Carriers (NTTC)
• National Trailer Dealers Association (NTDA)
• National Truck Equipment Association (NTEA)
• Truck Trailer Manufacturers Association (TTMA)
• Manufacturing Associations:
• Conexus Indiana
WABASH NATIONAL CORPORATION
2024 Proxy Statement
5
Proxy Statement Summary
•
•
Indiana Chamber of Commerce
Indiana Manufacturers Association (IMA)
• National Association of Manufacturers (NAM)
• 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
Talent Development. To model a
employees.
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.
• 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.
6
2024 Proxy Statement
WABASH NATIONAL CORPORATION
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.
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.
Proxy Statement Summary
• 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.”
• 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)
WABASH NATIONAL CORPORATION
2024 Proxy Statement
7
Proxy Statement Summary
• 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
exceed all applicable environmental, health, and safety standards,
• Reflected in our corporate Environmental, Health and Safety Policy, we
maintain high standards for manufacturing safety. We commit to meet or
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.
8
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proxy Statement Summary
• 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.
Board Leadership
Stockholder Engagement
• 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.
• 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.
• We routinely meet with stockholders for conversations focused on a variety
of topics, including governance, Company strategy, growth, risk
management and sustainability.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
9
Proxy Statement Summary
Board Evaluation and
Effectiveness
• Annual Board and Committee self-assessments.
• Annual two-way feedback and evaluation sessions with each director.
• Annual independent director evaluation of the Chairperson and CEO.
Board Risk Oversight
• The Board and its Committees exercise robust oversight of the Company’s
enterprise risk management system.
Board Refreshment and Diversity
Director Engagement
Succession Planning
• During 2022, we added 2 new directors, and we appointed a new
independent Chairperson following the 2020 Annual Meeting.
• Board members represent diverse perspectives, including 2 female director
nominees and 2 ethnically diverse director nominees.
• We have a specified director retirement age.
• All of our directors attended 75% or more of the aggregate number of
meetings of our Board and the Committees on which they served.
• We have limits on director/CEO membership on other public company
boards.
• CEO and leadership succession planning is one of our Board’s most
important responsibilities. At least once a year, our Board dedicates itself to
examining the succession plans for our complete leadership team and the
Board.
10
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proxy Statement Summary
Our Management Approach
Our Wabash Management System (“WMS”) is a set of principles and standardized business processes for the
purpose of achieving our strategic objectives. These principles are centered around lean thinking and state that
lean application must extend across and throughout our entire enterprise, not only our manufacturing processes.
By codifying what makes our Company great, the WMS drives focus on the interconnected processes that are
critical for success across our business. WMS is based on forward planning and continuous capability evaluation as
we simultaneously drive execution and breakthrough performance. WMS requires everyone to be an active
contributor to our enterprise-wide lean efforts and enables growth through innovation and industry leading
customer satisfaction and alliances.
Our WMS principles underpin an ongoing improvement cycle that includes Strategic Planning and Deployment,
Kaizen and Daily Management. It is through this set of standards and thinking that we create a “One Wabash”
approach to our employees and customers, add new business capabilities, and enable profitable growth.
In partnership with Purdue University, during 2022 we developed a curriculum called “WMS Facilitator and
Coaching.” We have hosted WMS University Champion training sessions and have over 225 graduates of the
program while continuing to enhance internally. Company-wide, we have frequent WMS communication and
engagement enhancement sessions, including lunch & learn trainings. Finally, we have developed a strategic
deployment process and planning cycle.
Our One Wabash organizational structure enables long-term growth for the Company with an intense focus on
value streams, streamlined processes, product innovation, and a consistent, superior experience for all customers
who seek our solutions in the transportation, logistics and distribution markets. The value streams leverage the
power of our processes to close the cycle of customer needs and customer fulfillment.
Voting Matters and Vote Recommendation (page 17)
The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting
recommendation with respect to each proposal.
PROPOSALS
Election of Directors
Advisory Vote on the Compensation of Our Named Executive Officers
(“Say-on-Pay”)
Ratification of Appointment of Independent Registered Public Accounting
Firm
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
FOR
FOR
BOARD VOTE
RECOMMENDATION
PAGE
FOR EACH NOMINEE
19
72
74
76
WABASH NATIONAL CORPORATION
2024 Proxy Statement
11
Proxy Statement Summary
Board Nominees (page 19)
The following table provides summary information about each director nominee, as of the Record Date.
NAME
AGE
DIRECTOR
SINCE
OCCUPATION
INDEPENDENT
Therese M. Bassett
60
November 2019 Managing Director, NuVentures
John G. Boss
64
December 2017
LLC
Former President and Chief
Executive Officer, Momentive
Performance Materials Inc.
Trent J. Broberg
Larry J. Magee
Ann D. Murtlow
42
69
63
February 2013
September 2022 Chief Executive Officer, ACERTUS
January 2005
President, Magee Ventures Group
Yes
Yes
Yes
Yes
Yes
OTHER
PUBLIC
BOARDS
No
Yes
No
No
Yes
Sudhanshu Priyadarshi
47
November 2022
Scott K. Sorensen
62
May 2005
Stuart A. Taylor II
63
August 2019
Brent L. Yeagy
53
October 2016
Former President and Chief
Executive Officer, United Way of
Central Indiana; Former President
and Chief Executive Officer of
Indianapolis Power & Light
Company
Chief Financial Officer and
President, International, Keurig Dr
Pepper Inc. (KDP)
Former President, Thatcher
Company, Inc.
Chief Executive Officer, The Taylor
Group LLC
President and Chief Executive
Officer, Wabash National
Corporation
Yes
No
Yes
Yes
No
No
Yes
No
12
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proxy Statement Summary
The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate the
candidates to serve on our Board. A mark indicates a specific area of focus or experience on which the Board relies
most. The lack of a mark does not mean the director nominee does not possess that qualification or skill. Each
director nominee biography in this proxy statement describes each nominee’s qualifications and relevant
experience in more detail.
DIRECTORS
Independent
Diversity
Logistics, Transportation
and/or First to Final Mile
Diverse Manufacturing
Risk Management (Including
Supply
Chain/Commodities
Management)
Technology and Materials
Innovation
Legislative/Regulatory
Qualified Financial Expert/
Finance/Treasury
Accounting, Finance and
Capital Markets
M&A
Technology/Cybersecurity
Distribution and Digital
Marketplace
Competitive Pricing/Sales
ESG
Strategy
Therese M.
Bassett
John G.
(“Jack”)
Boss
Trent J.
Broberg
Larry J.
Magee
Ann D.
Murtlow
Sudhanshu
Priyadarshi
Scott K.
Sorensen
Stuart A.
Taylor II
Brent L.
Yeagy
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
Named Executive Officer Compensation (Say-on-Pay) (page 72)
We are asking stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our
named executive officers. The primary objectives and philosophy of our compensation programs are to (i) drive
executive behaviors that maximize long-term stockholder value creation, (ii) attract and retain talented executive
officers with the skills necessary to successfully manage and grow our business, and (iii) align the interests of our
executive officers with those of our stockholders by rewarding them for strong Company performance. In support
of these objectives, in 2023, we:
• Delivered a meaningful proportion of NEO compensation in share-based incentives. In 2023, approximately
65% of Mr. Yeagy’s total direct compensation (i.e., base salary, target short-term incentive and target long-term
incentive), and on average 49% of the other NEOs’ total direct compensation, was targeted to be delivered in the
form of restricted stock units and performance stock units, with a goal of driving sustainable stockholder value
and strengthening alignment between NEO and stockholder interests.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
13
Proxy Statement Summary
• Weighted a significant portion of NEO compensation toward variable and performance-based pay elements.
In 2023, approximately 83% of Mr. Yeagy’s total direct compensation, and on average 71% of the other NEOs’
total direct compensation, was targeted to be delivered in variable short-term (annual) or long-term incentive
compensation.
• Engaged an independent compensation consultant to conduct a market review of our compensation package
to ensure it was reasonable and competitive relative to our peers.
Independent Registered Public Accounting Firm (page 74)
We ask that our stockholders ratify the selection of Ernst & Young LLP as our independent registered public
accountants for the year ending December 31, 2024.
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 (page 76)
We are asking you to approve an amendment to the Company’s Certificate of Incorporation, as amended (the
“Certificate of Incorporation”), to provide for exculpation from personal liability for certain officers of the Company
as permitted by recent amendments to Delaware law.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on
May 22, 2024.
Our Annual Report and this Proxy Statement are available at www.proxyvote.com. To access our Annual Report
and Proxy Statement, enter the control number referenced on your proxy card.
14
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Information About the Annual Meeting, Proxy Materials and Voting
What is the Purpose of the Annual Meeting?
At the Annual Meeting, our management will report on our performance during 2023 and respond to questions
from our stockholders. In addition, stockholders will act upon the matters outlined in the accompanying Notice of
Annual Meeting of Stockholders, which include the following four proposals:
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.
Stockholders will also 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.
Stockholders may act on the proposals by voting a proxy or voting by virtual presence online at the Annual
Meeting.
What is the purpose of the proxy materials?
We are providing these proxy materials in connection with the solicitation by the Company of proxies to be voted
at the Annual Meeting and at any adjournments or postponements thereof. The proxy materials (including the
Notice of Annual Meeting, this Proxy Statement, and our Annual Report on Form 10-K) include information that we
are required to provide to you under the rules of the Securities and Exchange Commission (the “SEC”) and are
designed to assist you in voting on the matters presented at the Annual Meeting. We first mailed the proxy
materials to stockholders on or about April 9, 2024.
What is a proxy?
A proxy is your legal designation of another person to vote on your behalf. By voting your proxy, you are giving the
persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card.
Who is Entitled to Vote?
Only stockholders of record at the close of business on March 25, 2024 (the “Record Date”) are entitled to receive
notice of the Annual Meeting and to vote the shares of common stock of the Company (the “Common Stock”) that
they held on the Record Date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting.
As of the Record Date, we had 45,163,926 shares of Common Stock outstanding and entitled to vote. Each share
of Common Stock entitles its holder to cast one vote on each matter to be voted upon.
What is the difference between a stockholder of record and a beneficial owner?
If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are a
“stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other custodian or
nominee, you are considered the beneficial owner of shares held in “street name.” As a beneficial owner, you have
the right to direct your broker, bank or other custodian or nominee on how to vote your shares.
Who can attend the Annual Meeting by virtual presence online?
All stockholders of record as of the close of business on the Record Date, or their duly appointed proxies, may
attend the Annual Meeting by virtual presence online by visiting www.virtualshareholdermeeting.com/WNC2024 at
WABASH NATIONAL CORPORATION
2024 Proxy Statement
15
Information About the Annual Meeting, Proxy Materials and Voting
9:45 a.m. Eastern time through the conclusion of the meeting and providing the control number found on the
proxy card. If your shares are held in “street name,” you must first obtain a proxy issued in your name from your
bank or other custodian or nominee before attending the Annual Meeting by virtual presence online. You will need
to provide the control number found on the proxy card provided by such bank or other custodian or nominee.
Technical support, including related technical support phone numbers, will be available at 9:45 a.m. Eastern time
through the conclusion of the meeting in the event of any technical or logistical issues, including difficulties
accessing the virtual meeting.
The 2024 Annual Meeting of Stockholders will be accessible through the Internet. We have worked to offer the
same participation opportunities as were provided at the in-person portion of our past meetings while further
enhancing the online experience available to all stockholders regardless of their location. A virtual format for our
Annual Meeting is less costly, aligns with our sustainability efforts and is more environmentally friendly, and
enables increased stockholder attendance and participation because stockholders can participate from any
location around the world. You are entitled to participate in the Annual Meeting if you were a stockholder as of the
close of business on March 25, 2024. The Annual Meeting will begin promptly at 10:00 a.m. Eastern time, and you
should allow ample time for the online check-in procedures.
Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process.
The other methods by which you may vote are described below.
This year’s stockholder question and answer session will provide our stockholders with the opportunities to ask
questions regarding our business submitted live during the Annual Meeting. Questions may be submitted at the
Annual Meeting through www.virtualshareholdermeeting.com/WNC2024. We will post questions and answers if
applicable to our business on our Investor Relations website as soon as practicable after the meeting.
How do I Vote?
If you are a “stockholder of record,” you can vote on matters to come before the Annual Meeting in the following
four ways:
• Visit the website noted on your proxy card to vote via the internet;
• Use the telephone number on your proxy card to vote by telephone;
• Vote by mail by completing, dating and signing the proxy card mailed with your notice and returning it in the
provided postage-paid envelope. If you do so, you will authorize the individuals named on the proxy card,
referred to as the proxies, to vote your shares according to your instructions. If you provide no instructions, the
proxies will vote your shares according to the recommendation of the Board of Directors or, if no
recommendation is given, in their own discretion; or
• Attend the Annual Meeting by virtual presence online and cast your vote.
If you hold your shares in “street name” through a broker, then you can vote by following the materials and
instructions provided by your broker, or you can vote by virtual presence online at the Annual Meeting.
What if I vote and then change my mind?
If you are a “stockholder of record,” you may revoke your proxy at any time before it is exercised by:
• Providing written notice of revocation to the Corporate Secretary, Wabash National Corporation, 3900 McCarty
Lane, Lafayette, Indiana 47905;
• Voting again, on a later date, via the internet or by telephone (only your latest internet or telephone proxy
submitted prior to the Annual Meeting will be counted);
• Submitting another duly executed proxy bearing a later date; or
16
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Information About the Annual Meeting, Proxy Materials and Voting
• Attending the Annual Meeting by virtual presence online and casting your vote.
Only your last vote will be the vote that is counted.
If you hold your shares in “street name,” then you must contact the record holder of your shares to change your
voting instructions.
What are the Board’s Recommendations?
The Board recommends that you vote FOR the election of each of the director nominees, FOR the approval, on an
advisory basis, of the compensation of our named executive officers, FOR ratification of the appointment of our
auditors and FOR the approval of the proposed amendment to our Certificate of Incorporation to provide
exculpation from personal liability for certain officers as permitted by Delaware law.
What Vote is Required for Each Proposal?
The following table summarizes the vote threshold required for approval of each proposal and the effect of
abstentions, uninstructed shares held by brokers, and unmarked, signed proxy cards. On all proposals, if you sign
and return a proxy or voting instruction card, but do not mark how your shares are to be voted, they will be
voted as the Board recommends.
PROPOSAL
NUMBER
ITEM
VOTE REQUIRED FOR
APPROVAL OF EACH
ITEM
ABSTENTIONS
Election of Directors
Majority of votes cast
No effect
UNMARKED,
SIGNED
PROXY
CARDS
Voted “for”
UNINSTRUCTED
SHARES
Not voted, no
effect
Advisory vote on
executive
compensation
Majority of shares
present and entitled to
vote
Same effect as
“against”
Not voted, no
effect
Voted “for”
Ratification of
Appointment of
Independent Auditor
Majority of shares
present and entitled to
vote
Same effect as
“against”
Discretionary vote Voted “for”
Majority of common
stock outstanding
entitled to vote
Same effect as
“against”
Not voted, same
effect as
“against”
Voted “for”
Approval of the
proposed amendment
to the Certificate of
Incorporation to
provide exculpation
from personal liability
for certain officers as
permitted by Delaware
law
1
2
3
4
If you hold your shares in “street name” through a broker and you do not provide your broker with voting
instructions, then, under New York Stock Exchange (“NYSE”) Rules, your broker may elect to exercise voting
discretion with respect to “routine matters,” which includes the ratification of the appointment of our independent
auditor (Proposal 3). However, on “non-routine” matters, which include the election of directors (Proposal 1), the
advisory vote on executive compensation (Proposal 2) and proposed amendment to the Certificate of
Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law
(Proposal 4), your broker may not vote your shares unless you provide your broker with instructions. These
so-called broker “non-votes” will be counted in determining whether there is a quorum.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
17
Information About the Annual Meeting, Proxy Materials and Voting
What Constitutes a Quorum?
The presence at the Annual Meeting, by virtual presence online or by valid proxy, of the holders of a majority of the
shares of our Common Stock outstanding on the Record Date will constitute a quorum, permitting us to conduct
our business at the Annual Meeting. Proxies received but marked as abstentions and broker non-votes will be
included in the calculation of the number of shares considered to be present at the Annual Meeting.
Who will Bear the Costs of this Proxy Solicitation?
We will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and
others for forwarding solicitation material to beneficial owners of our outstanding Common Stock. We may solicit
proxies by mail, personal interview, telephone or via the Internet through our officers, directors and other
management employees, who will receive no additional compensation for their services. In addition, we have
retained Laurel Hill Advisory Group, LLC to assist with proxy solicitation. For their services, we will pay a fee of
$7,000 plus out-of-pocket expenses.
How will my shares be voted if other matters are presented at the Annual Meeting?
As of the date of this Proxy Statement, the Board of Directors does not intend to present at the Annual Meeting any
matters other than those described in this Proxy Statement and does not know of any matters that will be
presented by other parties. If any other matter is properly brought before the meeting for action by the
stockholders, proxies will be voted in accordance with the recommendation of the Board of Directors or, in the
absence of such a recommendation, in accordance with the judgment of the proxy holder.
18
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proposal 1 – Election of Directors
Our Bylaws provide that our Board of Directors, or the Board, shall be comprised of not less than three, nor more
than twelve, directors with the exact number to be fixed by resolution of the Board. As of the date of this Proxy
Statement, the Board is comprised of nine directors. At the Annual Meeting, stockholders will be asked to elect
each of the nine director nominees listed below, each of whom shall serve for a term of one year or until his or her
successor is duly elected and qualified or until his or her earlier death, resignation or removal.
Below is information regarding each of the director nominees. Information regarding the Board’s process for
nominating directors and director qualifications can be found below under the “Corporate Governance” section of
this Proxy Statement.
Information on Directors Standing for Election
The biographies of each of the nominees below contains information regarding the experiences, qualifications,
attributes or skills that caused the Nominating, Corporate Governance and Sustainability Committee and the Board
to determine that the person should serve as a director of the Company. The name, age, business experience, and
public company directorships of each nominee for director, during at least the last five years, are set forth in the
table below.
Therese M. Bassett
Age: 60
Director since: November 2019
Ms. Bassett is the Managing Director of NuVentures LLC, a consulting firm
focused on strategy, innovation and M&A pipeline development. Prior to
NuVentures, she served as Chief Strategy, Innovation, and Mergers and
Acquisitions Officer at Avnet, Inc., a global electronic components and
distribution services company, where she was responsible for identifying
growth opportunities to enhance the overall business portfolio, financial
strength and global market value. During her 26-year career with Avnet,
Ms. Bassett also held the positions of Senior Vice President, Global HR
Solutions (2010-2016), Vice President, Strategic Planning and Business
Intelligence (1998-2010), Manager, Electronic Manufacturing Services
Business Development (1995-1998), and International Export and
Transportation Manager (1993-1995). She is a graduate of Temple University
and received an MBA from the University of Phoenix.
Qualifications: Ms. Bassett’s M&A, innovation and strategy expertise,
including in the areas of business transformation and digital growth
drivers, and her senior leadership experience reflected in her biography
support the Board’s conclusion that she should again be nominated as a
director.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
19
Proposal 1 – Election of Directors
John G. Boss
Age: 64
Mr. Boss is the former President and Chief Executive Officer of Momentive
Performance Materials Inc. (“MPM”). Mr. Boss served in this role from
December 2014 to March 2020. MPM is a global producer of silicones, quartz
and specialty ceramic materials. Mr. Boss served as a director of MPM
Holdings Inc. from October 2014 to March 2020. Mr. Boss served as the
President of the Silicones & Quartz Division at MPM since joining in March
2014 to December 2014 and served as its Executive Vice President from
March 2014 to March 2020. In April 2014, shortly after Mr. Boss joined the
company, MPM filed voluntary petitions for reorganization relief pursuant to
Chapter 11 of the United States Bankruptcy Code. Mr. Boss’ career spans
more than 30 years in the specialty chemicals and materials industry,
including various executive leadership positions with Honeywell International,
a producer of commercial and consumer products from 2003 through 2014.
Director since: December 2017
Mr. Boss served as Vice President and General Manager of Specialty Products,
Vice President and General Manager of Specialty Chemicals and President of
Honeywell Safety Products at Honeywell International. Prior to joining
Honeywell, Mr. Boss held positions of increasing responsibility at Great Lakes
Chemical Corporation and Ashland Corporation (formerly International
Specialty Products). Since 2020, Mr. Boss has served as a Director for Cooper
Standard Corporation and as a Director and Audit Committee Member for
Libbey, Inc. Mr. Boss currently serves as a Director of Calumet Specialty
Products Partners, L.P. He has a Master of Business Administration degree in
Marketing and Finance from Rutgers Graduate School of Management in 1996
and a Bachelor’s Degree in Mechanical Engineering from West Virginia
University in 1981.
Qualifications: As reflected in his biography, Mr. Boss’ service in various
leadership positions at other public companies, particularly, his prior
service as a sitting chief executive officer at another public company
and concomitant understanding of the day-to-day complexities and
challenges of running such an organization, and his service on our
Board, support the Board’s conclusion that he should again be
nominated as a director.
20
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proposal 1 – Election of Directors
Trent J. Broberg
Age: 42
Mr. Broberg has served as the Chief Executive Officer and member of the
Board of Directors of ACERTUS, an automotive logistics as a service platform
since 2021 and was a member of the Board of Directors of DiCentral LLC, a
global EDI software service provider helping organizations optimize their
supply chain from 2019 to 2022 until acquired by True Commerce.
Mr. Broberg has extensive experience with major carriers, as well as the digital
and technology aspects of transportation management. Prior to joining
ACERTUS, Mr. Broberg served as Chief Operating Officer at Truckstop.com,
where he led or supported over five M&A transactions, two recapitalizations,
strategy, and operations from 2016 until 2021. In the two years leading up to
his tenure at Truckstop.com, Mr. Broberg served as General Manager for Real
Time Freight LLC, which was later acquired by Truckstop.com in 2016.
Mr. Broberg also holds a wealth of marketing, sales and operations knowledge
Director since: September 2022
as a result of his early career experience serving as Director of Marketing at
DB Schenker and Swift Transportation. Mr. Broberg received a Bachelor of
Science degree in Marketing and an MBA from the WP Carey School of
Business at Arizona State University.
Qualifications: The leadership, executive and board experience within
the spaces of logistics, supply chain and technology expertise reflected
in Mr. Broberg’s biography support the Board’s conclusion that he
should be nominated as a director.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
21
Proposal 1 – Election of Directors
Larry J. Magee
Age: 69
Director since: January 2005
Chairperson of the Board since:
May 2020
Mr. Magee has served as President of Magee Ventures Group, a consulting
firm, since May 2018. Prior to his current position, he served as Interim CEO of
Magnolia Group, LLC in Waco, Texas from April 2017 until May 2018.
Mr. Magee was President and CEO of Heartland Automotive Services, Inc., the
largest operator of quick lube retail service centers, operating over 540 Jiffy
Lube locations in North America. He held this position from April 2015 until
his retirement in October 2016. Prior to assuming the role of President and
CEO of Heartland Automotive, Mr. Magee was the President, Consumer Tire
U.S. & Canada, for Bridgestone Americas Tire Operations, LLC, a tire and
rubber manufacturing company, a position he held from January 2011 until
his retirement from Bridgestone in September 2013. He also served as
Chairman of BFS Retail & Commercial Operations, LLC and Bridgestone of
Canada, Inc. From December 2001 until January 2011, he served as Chairman,
Chief Executive Officer and President of BFS Retail & Commercial Operations,
LLC. Prior to December 2001, Mr. Magee served as President of Bridgestone/
Firestone Retail Division, beginning in 1998. Mr. Magee has over 38 years
combined experience in sales, marketing, and operational management, and
held positions of increasing responsibility within the Bridgestone/Firestone
family of companies during his 38-year tenure with Bridgestone/Firestone.
Qualifications: The marketing, manufacturing, retail and strategic
expertise reflected in Mr. Magee’s biography, including his performance
as the chief executive officer and as a board member for divisions of
another company, as well as his participation on our Board, support the
Board’s conclusion that he should again be nominated as a director.
22
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Ann D. Murtlow
Age: 63
Director since: February 2013
Proposal 1 – Election of Directors
Ms. Murtlow served as the President and Chief Executive Officer of United
Way of Central Indiana, an organization that fights for the education, financial
stability, health and basic needs for Central Indiana through the development
and support of programs and organizations that serve struggling families and
move them to self-sufficiency, from April 1, 2013 to June 30, 2022. Prior to
assuming this role, Ms. Murtlow had a 30-year career in the global energy
industry. Ms. Murtlow began her career as a design engineer with Bechtel
Power Corporation, one of the world’s leading designers and constructors of
electric utility infrastructure. Ms. Murtlow then joined AES Corporation
(“AES”), where she developed a specialty in environmental permitting and
became a leader in domestic and international power plant project
development. She subsequently joined AES’s London office where she was
named Vice President and Group Manager of AES’s development and
operations in northern and central Europe. In 2002, Ms. Murtlow was named
President and Chief Executive Officer at IPALCO Enterprises, Inc., and its
subsidiary, Indianapolis Power & Light Company. Ms. Murtlow currently serves
as a Director of Evergy, Inc., and its subsidiaries, Evergy Kansas Central, Inc.
(Kansas corporation), Evergy Kansas South, Inc., Evergy Metro, Inc., and
Evergy Missouri West, Inc. Ms. Murtlow served as a Director of First Internet
Bancorp and its subsidiary, First Internet Bank, from early 2013 until March
2020. Ms. Murtlow holds a Bachelor of Science degree in Chemical
Engineering from Lehigh University and is a National Association of Corporate
Directors Board Leadership Fellow and Certified Director.
Qualifications: The financial and strategic leadership experience
reflected in Ms. Murtlow’s biography, her service as the former chief
executive officer of a regulated electric utility company, service on the
boards of other public companies, her participation on our Board and
her experience in M&A, ESG and corporate social responsibility, support
the Board’s conclusion that she should again be nominated as a director.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
23
Proposal 1 – Election of Directors
Sudhanshu Priyadarshi
Sudhanshu Priyadarshi is Chief Financial Officer and President, International
for Keurig Dr Pepper (KDP). He leads the Finance, Information Technology
organizations and has overall responsibility for KDP’s International Business
Segment. He has served in this role since November, 2022. Mr. Priyadarshi
has over two decades of global leadership experience in the technology,
logistics, retail, consumer packaged goods, and pharmaceutical industries.
Prior to Keurig Dr Pepper, Mr. Priyadarshi was the CFO of Vista Outdoor Inc., a
leading global designer, manufacturer and marketer of consumer products in
the outdoor sports and recreation markets, from April 2020 to October 2022.
He had previously been CFO of Flexport, a digital freight forwarder, from 2018
to 2019, where he led all financial operations, Global Real Estate and
Insurance P&L for the company. Mr. Priyadarshi joined Flexport from Walmart,
where he was Vice President of Finance for Walmart U.S. eCommerce from
Age: 47
Director since: November 2022
2017 to 2018, driving all retail finance operations for Walmart.com,
Hayneedle.com, Shoes.com, Moosejaw.com, Store No 8 (technology startup
incubator) and Walmart’s partnership with Google. Prior to this role, he was
the Vice President, Finance & Strategy at Walmart U.S. from 2016 to 2017 and
was responsible for leading finance for Walmart’s general merchandise and
soft line business unit, a $100B division. He joined Walmart from Cipla, a
$10 billion market cap publicly traded top 10 global generic pharmaceutical
company, where he was the Global Chief Operating Officer, and previously
Group Head, Corporate Strategy and Development. Mr. Priyadarshi worked for
PepsiCo from 1999 to 2013 growing through the ranks in various
management and leadership roles in Finance, Strategy and Operations. In his
last role at PepsiCo, he served as CFO of Global R&D and Global Nutrition
Platforms, a$10B nutritious food and beverage business. Mr. Priyadarshi is a
graduate of Physics from India and has an MBA in Finance from University of
Technology, Sydney.
Qualifications: The finance, logistics, and technology expertise
reflected in Mr. Priyadarshi’s biography support the Board’s conclusion
that he should be nominated as a director.
24
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proposal 1 – Election of Directors
Scott K. Sorensen
Age: 62
Mr. Sorensen served as the President and a member of the Board of Directors
of Thatcher Company, Inc., a privately held industrial chemical manufacturer
from January 2022 until April 2023. Mr. Sorensen also served as Chief
Financial Officer of Thatcher Company, Inc. from January 2022 to July 2022.
Previously, Mr. Sorensen served as Managing Director of Sorensen Capital,
LLC from November 2019 until January 2022. From May 2018 through
November 2019, Mr. Sorensen served as the President and Chief Operating
Officer of Ivanti Software and member of its Board of Directors. Ivanti is a
leading enterprise software provider of unified IT solutions for the security,
endpoint management and service management requirements of customers.
Prior to his role as President and Chief Operating Officer of Ivanti Software,
Mr. Sorensen served as the President and Chief Executive Officer and was a
member of the Board of Directors of Sorenson Holdings which is a leading
Director since: May 2005
provider of assistive communications products and services from 2016 –
2018. Mr. Sorensen also held the position of Chief Operating Officer from
2012 – 2016 and served as the Chief Financial Officer from 2007 – 2016.
Previously, Mr. Sorensen served as the Chief Financial Officer of Headwaters
Inc. from 2005 – 2007 which was a diversified energy and construction
materials provider. Prior to joining Headwaters, Mr. Sorensen was the Vice
President and Chief Financial Officer of Hillenbrand Industries, a manufacturer
and provider of products and services for the health care and funeral services
industries, from 2001 – 2005. Mr. Sorensen also served in various financial
leadership roles at Westinghouse Electric and worked in the operations and
aerospace practices with McKinsey & Company.
Qualifications: Mr. Sorensen’s financial expertise and experience in
corporate finance, combined with his experience in manufacturing,
cybersecurity and technology, strategy and mergers and acquisitions, as
reflected in his biography, and his participation on our Board, support
the Board’s conclusion that he should again be nominated as a director.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
25
Proposal 1 – Election of Directors
Stuart A. Taylor II
Age: 63
Director since: August 2019
Mr. Taylor is the Chief Executive Officer of The Taylor Group LLC, a private
equity firm focused on creating and acquiring businesses. In this role, which
he has held since 2001, Mr. Taylor oversees the firm’s sourcing and execution
of investments and acquisition and disposition transactions. In addition,
Mr. Taylor delivers deep financial and transactional expertise based on his
Wall Street career along with significant experience as a director for publicly
traded companies. He previously held positions as senior managing director
at Bear, Stearns & Co. Inc. (1999-2001), and managing director of CIBC World
Markets and head of its Global Automotive Group and Capital Goods Group
(1996-1999). He also served as managing director of the Automotive Industry
Group at Bankers Trust (1993-1996), following a 10-year position in corporate
finance at Morgan Stanley & Co.
Mr. Taylor was previously a member of the Board of Directors of Essendant
Inc., formerly known as United Stationers Inc., a wholesale distributor of
business products, from 2011 until its sale to Staples Inc. in January 2019. In
addition, in October 2020, Mr. Taylor was appointed to the board of directors
of Solenis LLC, a privately held global producer of specialty chemicals for
water-intensive industries, where he serves on the Compensation Committee.
He also serves as a director for Hillenbrand Inc. and Ball Corporation. He is a
graduate of Yale University and received an MBA from the Harvard Graduate
School of Business.
Qualifications: Mr. Taylor’s in-depth knowledge of strategic M&A and
corporate development, financial expertise and service on other public
company boards, as reflected in his biography, support our Board’s
conclusion that he should again be nominated as a director.
26
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Brent L. Yeagy
Age: 53
Director since: October 2016
Proposal 1 – Election of Directors
Brent L. Yeagy is an industrial manufacturing leader with more than 25 years
of experience in the automotive and commercial transportation industries.
Since June 2018, Mr. Yeagy has been responsible for the strategic direction
and operations of Wabash (NYSE: WNC) in his role as President and Chief
Executive Officer.
Before his appointment as President and CEO, Mr. Yeagy was President and
Chief Operating Officer from October 2016 to June 2018. Mr. Yeagy joined
Wabash in 2003 and held a number of positions with increasing responsibility,
including Vice President of Manufacturing, Vice President and General
Manager of Commercial Trailer Products, and Senior Vice President – Group
President, Commercial Trailer Products.
Prior to Wabash, from 1999 to 2003, Mr. Yeagy held various positions within
human resources, environmental engineering and safety management for
Delco Remy International. Mr. Yeagy served in various plant engineering roles
at Rexnord Corporation from December 1995 through 1999. He also served in
the United States Navy from 1991 to 1994.
Mr. Yeagy holds a Bachelor of Science in Environmental Engineering Science
and a Master of Science in Safety Engineering from Purdue University, and an
MBA in Business Management from Anderson University. He has also attended
executive programs at the University of Michigan’s Ross School of Business as
well as Stanford’s Graduate School of Business. Mr. Yeagy is a graduate of the
U.S. Navy’s Naval Nuclear Power Program and participated in the Navy’s
Officer Candidate Program.
Mr. Yeagy proudly serves on the boards of directors for the National
Association of Manufacturers and the Transportation and Supply Chain
Institute at the University of Denver.
Qualifications: Mr. Yeagy’s more than 25 years of experience in
executive leadership, beginning with his career in the United States
Navy, and his strong background in managing many facets of operations
in a manufacturing company, as reflected in his biography, and his role
as our President and Chief Executive Officer, support the Board’s
conclusion that he should again be nominated as a director.
Board Recommendation
The Board of Directors
UNANIMOUSLY recommends a
vote “FOR” the election of each of
the director nominees listed above.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
27
Corporate Governance
Governance Guidelines & Code of Business Conduct & Ethics
The Board has adopted Corporate Governance Guidelines (the “Guidelines”) which set forth a framework within
which the Board oversees and governs the affairs of Wabash. The Guidelines cover, among other things, the
composition and functions of the Board, director independence, director stock ownership, management
succession and review, Board committees, the selection of new directors, and director responsibilities and duties.
Our Board has also adopted a Code of Business Conduct and Ethics (which applies to all of our directors, officers,
and employees) and an additional Code of Business Conduct and Ethics for the Chief Executive Officer and Senior
Financial Officers (together, the “Codes”). The Codes cover, among other things, compliance with laws, rules and
regulations (including insider trading), conflicts of interest, corporate opportunities, confidentiality, protection and
use of Company assets, and the reporting process for any illegal or unethical conduct. Any amendment to, or
waiver from, a provision of the Codes for a director or executive officer will be promptly disclosed and posted on
our website as required by law or the listing standards of the NYSE.
The Guidelines and the Codes are available on the Governance/Governance Documents page of the Investor
Relations section of our website at ir.onewabash.com and are available in print without charge by writing to:
Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905.
Board Structure and its Role in Risk Oversight
Director Independence
In February 2024, our Board of Directors undertook its annual review of director independence to determine the
independence of our directors in accordance with NYSE listing standards and the Guidelines. As a result of this
review, the Board of Directors affirmatively determined that all of the directors nominated for election at the
Annual Meeting and all currently serving directors are independent of Wabash and its management within the
meaning of the rules of NYSE and the Guidelines, with the exception of Brent L. Yeagy, our President and Chief
Executive Officer.
Independent Chairperson
The Board does not have a formal policy on whether the roles of Board Chairperson and Chief Executive Officer
should be separate or combined. Rather, the Guidelines provide that the independent members of the Board may
select the Chairperson of the Board and the Company’s Chief Executive Officer in the manner they consider in the
best interests of the Company.
Currently, the Board believes that it is in the best interests of the Company for the Chairperson and Chief Executive
Officer positions to be held by separate persons, given the differences between the two roles in our current
management structure. Our Chief Executive Officer, among other duties, is responsible for presenting strategic
plans to the Board for review and approval, implementing the Company’s strategic direction and the day-to-day
leadership and performance of the Company. The Chairperson of the Board, among other responsibilities, presides
at the executive sessions of our independent and non-management directors (unless a lead independent director
has been appointed) and facilitates communication between our independent directors and management.
However, the Board reserves the right to combine the positions of the Chief Executive Officer and Chairperson,
should it determine that such a change is appropriate for our Company in the future.
In the event that our Board’s Chairperson is not an independent director in accordance with NYSE listing standards
and our Guidelines, the independent directors shall appoint from among themselves a lead independent director.
If appointed, such lead independent director shall preside at executive sessions. Our current Chairperson is an
independent director and we have no lead independent director at this time.
28
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Corporate Governance
Director Refreshment
Our Guidelines require that once any Board member reaches the age of 72, the Nominating, Corporate
Governance and Sustainability Committee must annually consider the member’s continuation on the Board, and
recommend to the Board whether, in light of all the circumstances, the Board should request that such member
continue to serve on, or retire from, the Board. As of the date of the 2024 Annual Meeting, none of the director
nominees will have reached the age of 72.
Director Attendance
During 2023, our Board held 5 meetings. In 2023, all the directors attended 75% or more of the total meetings of
the Board and of the committees on which they serve that were held during the period that the director served on
the Board. Our Board strongly encourages all of our directors to attend our Annual Meeting, and in 2023, all of our
then serving directors attended the Annual Meeting.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
29
Corporate Governance
Board’s Role in Risk Oversight
Board of Directors
The Board believes that strong and effective internal controls and risk management processes are essential
elements in achieving long-term stockholder value. The Board, directly and through its committees, is
responsible for overseeing material risks potentially affecting the Company, while management is responsible
for implementing processes and controls to mitigate the effects of identified risks on the Company and
managing day-to-day risks. Management also provides the Board with regular reports regarding oversight of
financial and systemic risks within the Company.
The risk oversight by each of the Board committees is detailed below. Each committee reports to the Board of
Directors quarterly regarding the committee’s risk management considerations and actions.
Compensation
Committee
Finance
Committee
• Monitors our executive
compensation
packages and our
incentive compensation
plans, which seek to
encourage appropriate,
and not excessive, risk-
taking by our
executives and other
employees
• Annually reviews and
approves corporate
goals and objectives
relevant to CEO
compensation and
evaluates the CEO’s
performance in light of
those goals and
objectives
• Assists the Board in
its oversight of the
Company’s capital
structure, financing,
investment and
other financial
matters of
importance to the
Company
• Evaluates
operational
objectives and
priorities for the
deployment of
capital to advance
the corporate
strategy
•
Audit
Committee
• Reviews audit and
financial controls
Investigates any
matters pertaining to
the integrity of
management, including
conflicts of interest,
compliance with our
financial controls, and
adherence to Company
policies
• Regularly meets with our
General Counsel and
members of
management to discuss
and assess potential
enterprise risks,
including potential cyber
security risks and risk
management related to
information privacy
• Regularly meets with our
external auditors to
discuss and assess
potential risks
• Reviews our risk
management practices
and risk-related policies
(including the Codes)
• Evaluates potential
related person
transactions
Nominating, Corporate
Governance and
Sustainability
Committee
• Reviews our
Governance Guidelines
and Code of Business
Conduct and Ethics and
recommends revisions
as necessary
• Evaluates director
independence, board
structure and
committee membership
• Oversees annual
evaluation of the Board,
Committees,
Chairperson of the
Board and CEO
• Reviews the Corporate
Responsibility Report
and recommends
revisions as appropriate
• Oversees Board
succession and
professional
development
• Reviews risk oversight
and management in
assisting the Board in
overseeing governance
matters
• Oversees the
implementation of ESG
practices
30
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Corporate Governance
Committees of the Board
The Board has four standing committees: (1) the Nominating, Corporate Governance and Sustainability
Committee, (2) the Compensation Committee, (3) the Audit Committee and (4) the Finance Committee. Each
committee maintains a charter, which can be accessed electronically from the Governance/Governance
Documents page of the Investor Relations section of our website at ir.onewabash.com or by writing to us at
Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905.
The following table indicates each standing committee or committees on which our directors served as of
December 31, 2023:
NAME
NOMINATING,
CORPORATE
GOVERNANCE AND
SUSTAINABILITY
COMMITTEE
COMPENSATION
COMMITTEE
AUDIT
COMMITTEE
FINANCE
COMMITTEE
Therese M. Bassett
Member
Member
Member
Member
Member
Chair
John G. Boss
Trent J. Broberg
Larry J. Magee
Ann D. Murtlow
Sudhanshu Priyadarshi
Scott K. Sorensen
Stuart A. Taylor II
Brent L. Yeagy
Chair
Member
Member
Member
Member
Member
Member
Member
Chair
Member
Chair
Member
Nominating, Corporate Governance and Sustainability Committee
The Nominating, Corporate Governance and Sustainability Committee met 5 times during 2023. The Nominating,
Corporate Governance and Sustainability Committee’s responsibilities include:
• Assisting the Board by leading board member recruitment efforts, including identifying individuals or reviewing
stockholder-nominated individuals qualified to become directors, recommending to the Board the director
nominees for the next annual meeting of stockholders, and performing initial interviews of potential board
member candidates;
• Developing and recommending to the Board a set of corporate governance principles applicable to the
Company;
• Leading the Board in its annual review of the Board’s performance;
• Recommending to the Board director nominees for each Board committee;
• Assisting the Board in oversight of governance matters, reviewing and assessing the effectiveness of Wabash’s
environmental, social and governance (“ESG”) polices, goals and programs;
• Overseeing implementation of ESG practices;
• Regularly reviewing and providing updates to the Board regarding ESG compliance developments; and
• Overseeing and advising the Board on ESG-related engagement efforts with key stakeholders.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
31
Corporate Governance
As part of the Nominating, Corporate Governance and Sustainability Committee’s annual review of the Board’s
performance, and its process for recommending director nominees for the next annual meeting of stockholders
(which is described in more detail below under “Nomination of Director Candidates,”) it regularly considers each
member’s attendance and overall contributions to the Board, the diversity of the Board’s composition (including
diversity of expertise, geography, age, gender, race, and ethnicity), and the willingness of a member to represent
and serve the long-term interests of our stockholders.
Compensation Committee
The Compensation Committee met 6 times during 2023. The Compensation Committee’s responsibilities include:
• Considering, recommending, and approving our incentive compensation plans and our equity-based plans for
our executive officers;
• Annually reviewing and recommending to the Board the forms and amounts of director compensation; and
• Annually reviewing and approving the corporate goals and objectives relevant to the CEO’s and other executive
officers’ compensation, evaluating their performance in light of those goals and objectives, and setting
compensation levels based on the evaluations.
The Compensation Committee annually assesses the desirability of proposing and making recommendations to the
Board with respect to any new incentive-compensation plans and equity-based plans and any increase in shares
reserved for issuance under existing equity plans. The Compensation Committee engages an independent
compensation consultant to provide competitive market assessments regarding executive officer compensation
and non-employee director compensation, which are used by the Compensation Committee to determine
appropriate executive officer and director compensation levels that are in line with the Company’s compensation
plans, philosophies and goals. Meridian Compensation Partners LLC (“Meridian”) served as the independent
compensation consultant to the Company until August 2023 when, following a formal Request for Proposal (RFP)
process, the Committee decided to engage Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent
compensation consultant going forward.
The Compensation Committee evaluates performance with respect to corporate goals and objectives, relative
stockholder return and other factors. Additional information regarding the Compensation Committee’s process for
determining executive officer compensation can be found below in the Compensation Discussion and Analysis
section of this Proxy Statement under the heading “Compensation Methodology and Process.”
Audit Committee
The Board has established a separately designated standing Audit Committee in accordance with the requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met 8 times
during 2023. In addition to the Board’s determination that each member of the Audit Committee is “independent”
within the meaning of the rules of the NYSE, the Board also determined that Messrs. Priyadarshi, Sorensen and
Taylor are “audit committee financial experts” as defined by the rules of the SEC, and that they have accounting
and related financial management expertise within the meaning of the listing standards of the NYSE.
The Audit Committee’s responsibilities include:
• Reviewing the independence of the independent auditors and making decisions regarding engaging and
discharging independent auditors;
• Reviewing with the independent auditors the plans and results of auditing engagements;
• Reviewing and approving non-audit services provided by our independent auditors and the range of audit and
non-audit fees;
32
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Corporate Governance
• Reviewing the scope and results of our internal audit procedures and the adequacy of the system of internal
controls;
• Overseeing special investigations, if any;
• Reviewing our financial statements and reports filed with the SEC;
• Overseeing our efforts to ensure that our business and operations are conducted in compliance with legal and
regulatory standards applicable to us, as well as ethical business practices;
• Overseeing the Company’s internal reporting system regarding compliance with federal, state and local laws;
• Establishing and implementing procedures for confidential communications for “whistleblowers” and others who
have concerns with our accounting, internal accounting controls and audit matters; and
• Reviewing our significant accounting policies.
Cybersecurity is a critical part of risk management for the Company. The Audit Committee appreciates the rapidly
evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely
detection, and mitigation of the effects of any such incidents on the Company. Wabash implements protections
and controls against cyber security threats, including threats of compromised credentials, phishing, exploitation of
vulnerabilities and Botnet attacks. The Audit Committee also surveys data and factors that impact costs and
incident response efforts. Through methods like artificial intelligence platforms with an array of technologies, an
incident response team, extensive encryption, ongoing employee training and tests of the incident response plans,
Wabash has established a strong foundation in cybersecurity efforts and will continue to evolve with additional
technology-forward initiatives.
Finance Committee
The Finance Committee met 3 times during 2023. The Finance Committee’s primary purpose is to assist the Board
in its oversight of the Company’s capital structure, financing, investment and other financial matters of importance
to the Company.
The Finance Committee’s responsibilities include evaluating and making recommendations to the Board with
respect to:
• Strategic transactions, including mergers, acquisitions, and divestitures, as well as joint ventures and other
equity investments;
• The Company’s capital structure, including potential issuances of debt and equity securities, credit agreements
and material changes thereto, capital investment policy, leverage and liquidity levels, share repurchases, stock
splits, and dividends;
• Cash generation capability and cash forecasts;
• The Company’s operational objectives and priorities for the deployment of capital to advance the corporate
strategy;
• The parameters of, and assumptions underlying, the Company’s annual operating plan, capital plan and long-
term financial plan; and
• The Company’s performance with respect to strategies, investments, and initiatives versus original projections.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
33
Corporate Governance
Related Persons Transactions Policy
Our Board has adopted a written Related Persons Transactions Policy that sets forth our policy and procedures for
review, approval and monitoring of transactions between the Company and “related persons.” Related persons
include directors, nominees for director, executive officers, stockholders owning 5% or greater of our outstanding
stock, and any immediate family members of the aforementioned. The Related Persons Transactions Policy is
administered by a committee designated by the Board, which is currently the Audit Committee.
Pursuant to the policy, transactions involving amounts exceeding $120,000, in which a related person has a direct
or indirect material interest, must be approved, rejected or referred to the Board by the Audit Committee. The
policy provides that as a general rule all related person transactions should be on terms reasonably comparable to
those that could be obtained by the Company in arm’s length dealings with an unrelated third party. However, the
policy takes into account that in certain cases it may be impractical or unnecessary to make such a comparison. In
such cases, the transaction may be approved in accordance with the provisions of the Delaware General
Corporation Law. When evaluating potential related person transactions, the Audit Committee considers all
reasonably available facts and circumstances and approves only the related person transactions determined in
good faith to be in compliance with, or not inconsistent with, our Code of Business Conduct and Ethics, and the
best interests of our stockholders.
The Related Persons Transaction Policy provides that management, or the affected director or officer will bring any
potentially relevant transaction to the attention of the Audit Committee. Additionally, each year, our directors and
executive officers complete questionnaires designed to elicit information about potential related person
transactions, and the directors and officers must promptly advise the Corporate Secretary if there are any changes
to the information previously provided. If a director is involved in the transaction, he or she will be recused from all
discussions and decisions with regard to the transaction, to the extent practicable. The transaction must be
approved in advance. All related person transactions will be disclosed to the full Board and will be included in the
Company’s proxy statement and other appropriate filings as required by the rules and regulations of the SEC and
the NYSE. During 2023, there were no required disclosures arising from such relationships.
Nomination of Director Candidates
Qualifications of Director Candidates
To be considered by the Nominating, Corporate Governance and Sustainability Committee, a director nominee
must meet the following minimum criteria:
• Has the highest personal and professional integrity;
• Has a record of exceptional ability and judgment;
• Possesses expertise, skills, experience and knowledge useful to our oversight;
•
Is able and willing to devote the required amount of time to our affairs, including attendance at Board and
committee meetings; and
• Has the interest, capacity and willingness, in conjunction with the other members of the Board, to serve the
long-term interests of the Company and its stockholders.
In reviewing these and other relevant criteria, the Board may consider the diversity of director candidates,
including diversity of expertise, geography, gender, race, and ethnicity. We seek independent directors who
represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and
decisions. The goal in reviewing these characteristics and the professional skills and knowledge for individual
34
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Corporate Governance
director candidates is that they, when taken together with those of other Board members, will lead to a Board that
is effective, collegial, and responsive to the needs of the Company and its stockholders. In 2023, the Board
updated our Guidelines to reflect the practice of the Nominating, Corporate Governance and Sustainability
Committee to recommend new board members identified from a diverse slate of potential candidates.
Director Nomination Process
The Nominating, Corporate Governance and Sustainability Committee recommends to the Board nominees that
best suit the Board’s needs at the time of the nomination. Nominees are selected by the committee with the
assistance of, if desired by the committee, a retained search firm, after reviewing the candidates’ credentials,
clearing potential conflicts, performing reference checks, and conducting interviews with the candidates to
determine if they meet the qualifications described above.
The Nominating, Corporate Governance and Sustainability Committee will consider stockholder recommendations
for director nominees sent to the Nominating, Corporate Governance and Sustainability Committee, Wabash
National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905. Stockholder
recommendations for director nominees should include:
• The name and address of the stockholder recommending the person to be nominated;
• A representation that the stockholder is a holder of record of our stock, including the number of shares held and
the period of holding;
• A description of all arrangements or understandings between the stockholder and the recommended nominee;
• Such other information regarding the recommended nominee as would be required to be included in a proxy
statement filed pursuant to Regulation 14A under the Exchange Act;
• The consent of the recommended nominee to serve as a director if so elected; and
• All other required information set forth in our Bylaws.
Stockholders’ nominees that comply with the procedures for submitting a stockholder nomination will receive the
same consideration as other candidates identified by or to the Nominating, Corporate Governance and
Sustainability Committee. The procedures for submitting a stockholder nomination are set forth below under the
heading “General Information – Stockholder Proposals and Nominations.” Upon receipt by the Corporate Secretary
of a stockholder notice of a director nomination, the Corporate Secretary will notify the stockholder that the notice
has been received and will be presented to the Nominating, Corporate Governance and Sustainability Committee
for review.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
35
Corporate Governance
Director Compensation
The Compensation Committee makes recommendations to the full Board regarding non-employee director
compensation. FW Cook reviewed our director compensation with the Compensation Committee during 2024. As
a result of such review, at the February 2024 Board meeting and based upon the recommendation of our
Compensation Committee, the Board decided to set the annual retainers for non-employee directors’ service on
the Board at the following levels:
ANNUAL RETAINERS (1)
Board
Member:
Audit Committee
Compensation Committee
Nominating, Corporate Governance and Sustainability Committee
Finance Committee
Chairperson of the Board
Audit Committee Chair
Compensation Committee Chair
Nominating, Corporate Governance and Sustainability Committee Chair
Finance Committee Chair
AMOUNT
$220,000 (2)
$ 10,000
$ 8,000
$ 8,000
$ 8,000
$100,000
$ 20,000
$ 15,000
$ 15,000
$ 15,000
(1) All annual cash retainers are paid in quarterly installments. Annual grants of restricted stock units, referenced in footnote 2 below, are granted
as a single award following the election of directors at the annual meeting.
(2) Consists of an $80,000 cash retainer and an award of restricted stock units of Company stock having an aggregate market value at the time of
grant of $140,000. Restricted stock units vest in full on the first anniversary of the grant date.
Meridian reviewed our director compensation with the Compensation Committee during 2023. As a result of such
review, at the February 2023 Board meeting and based upon the recommendation of our Compensation
Committee, the Board approved an increase of $5,000 to the equity retainer and maintained the cash retainer the
same as in 2022, and also approved an increase of $15,000 for the Chairperson of the Board and a $5,000 increase
for the Nominating, Corporate Governance and Sustainability Committee Chair, resulting in the following annual
retainers for 2023:
ANNUAL RETAINERS (1)
Board
Member:
Audit Committee
Compensation Committee
Nominating, Corporate Governance and Sustainability Committee
Finance Committee
Chairperson of the Board
Audit Committee Chair
Compensation Committee Chair
Nominating, Corporate Governance and Sustainability Committee Chair
Finance Committee Chair
AMOUNT
$210,000 (2)
$ 10,000
$ 8,000
$ 8,000
$ 8,000
$ 90,000
$ 20,000
$ 15,000
$ 15,000
$ 15,000
(1) All annual cash retainers are paid in quarterly installments. Annual grants of restricted stock units, referenced in footnote 2 below, are granted
as a single award following the election of directors at the annual meeting.
36
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Corporate Governance
(2) Consists of an $80,000 cash retainer and an award of restricted stock units of Company stock having an aggregate market value at the time of
grant of $130,000. Restricted stock units vest in full on the first anniversary of the grant date.
The following table summarizes the compensation paid to our directors during 2023, other than Mr. Yeagy, whose
compensation is discussed below under Executive Compensation.
Director Compensation for the Year Ended
December 31, 2023
(1)
FEES EARNED OR
PAID IN CASH
($)
(2)
STOCK AWARDS
($)
(3)
ALL OTHER
COMPENSATION
($)
$186,000
$130,021
$106,000
$130,021
$103,000
$130,021
$ 96,000
$130,021
$103,000
$130,021
$ 98,000
$130,021
$108,000
$130,021
$105,000
$130,021
$7,440
$
—
$4,120
$
$
—
—
$3,920
$4,320
$
—
TOTAL
($)
$323,461
$236,021
$237,141
$226,021
$233,021
$231,941
$242,341
$235,021
NAME
Larry J. Magee
Therese M. Bassett
John G. Boss
Trent J. Broberg
Ann D. Murtlow
Sudhanshu Priyadarshi
Scott K. Sorensen
Stuart A. Taylor II
(1) Consists of cash fees earned in 2023 for annual retainers. This column includes any amounts a director elects to defer pursuant to the
Non-Qualified Deferred Compensation Plan. The terms of this plan are discussed below.
(2)
For each director, consists of a grant of 5,375 restricted stock units on May 10, 2023, which vest on May 10, 2024. As of December 31, 2023,
each non-employee director held 5,375 unvested restricted stock units.
(3) Consists of the Company’s match pursuant to our Non-Qualified Deferred Compensation Plan. The Company fully matches the first 3%, and
50% of the next 2%, of earnings deferred by a participant under the Non-Qualified Deferred Compensation Plan.
Non-employee Director Stock Ownership Guidelines
The Board believes that it is important for each director to have a financial stake in the Company because it aligns
the director’s interests with those of the Company’s stockholders. To meet this objective, the Board has
established stock ownership guidelines, which require each non-employee director to hold 50% of all Company
shares received from annual retainers (the “Director Holding Requirement”) until the non-employee director
achieves a target ownership level equal to five (5) times the cash portion of the non-employee director’s Annual
Board Retainer (provided, however, that the Director Holding Requirement shall never prohibit a director from
withholding, selling, or tendering enough shares from an equity award to satisfy all applicable withholding taxes on
such award). Once a non-employee director has achieved his/her stated target ownership level, s/he is no longer
required to adhere to the Director Holding Requirement, unless and until his/her ownership level falls below the
target.
For purposes of calculating target ownership levels, the following types of Company shares are counted: stock
owned by the non-employee director and vested and unvested restricted stock and restricted stock units,
including those deferred under the non-qualified deferred compensation plan.
Non-employee directors are required to comply with the Director Holding Requirement immediately upon their
appointment as a director and are required to meet their target ownership level within five years of becoming a
director. As of December 31, 2023, all non-employee directors had either met their target ownership level or had
more time to do so, and all directors who had not yet met their target ownership level were in compliance with the
Director Holding Requirement.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
37
Corporate Governance
Non-Qualified Deferred Compensation Plan
Directors may defer their cash retainer and their restricted stock unit awards under the Company’s non-qualified
deferred compensation plan. The Company matches dollar-for-dollar the first 3% of cash retainers that a director
defers into the plan and one-half of the next 2% the director contributes to the plan. The Company does not make
matching contributions with respect to any deferred restricted stock unit awards. Deferrals of cash retainers may
be invested into one or more investment funds available under the plan from time to time, and directors can elect
to have the funds paid out in a lump sum or up to 10 annual installments following termination from the Board, as
well as limited in-service distributions. Deferrals of restricted stock units are deemed invested in shares of the
Company’s common stock and are paid out in shares at the time the director terminates from the Board. The
deferred compensation plan is unfunded and subject to forfeiture in the event of bankruptcy.
Other
The Company reimburses all directors for travel and other reasonable, necessary business expenses incurred in the
performance of their services for the Company and extends coverage to them under the Company’s travel
accident and directors’ and officers’ liability insurance policies. In addition, the Company allocates to each director
an allowance of $20,000 (every two years) to reimburse costs associated with attending continuing education
courses related to Board of Directors service.
38
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Compensation Discussion and Analysis
Compensation Highlights
Our compensation program is designed to motivate our executives and other salaried employees to execute our
business strategies and strive for higher Company performance, while maintaining our core values, as described in
our Proxy Statement Summary. Although Wabash’s compensation program applies to most salaried employees,
the following compensation discussion and analysis (“CD&A”) focuses on our compensation program and policies’
applicability to our Named Executive Officers, whom we refer to as NEOs. Our NEOs for 2023 are as follows:
Brent L. Yeagy
President and Chief Executive Officer
Michael N. Pettit
Dustin T. Smith
Senior Vice President and Chief Financial Officer
Senior Vice President, Chief Operating Officer*
Kevin J. Page
M. Kristin Glazner
Senior Vice President, Chief Commercial Officer
Senior Vice President, Chief Administrative Officer,
Corporate Secretary**
*
Prior to December 8, 2023, Mr. Smith’s title was Senior Vice President, Chief Strategy Officer
** Ms. Glazner was appointed to Senior Vice President, Chief Administrative Officer in December 2023. She also continues to serve as General
Counsel and Chief Human Resources Officer, which was her title prior to December 2023.
Compensation Best Practices
Highlighted below are certain executive compensation governance practices (that we employ and avoid) that
support the needs of our business, drive performance and align with our stockholders’ long-term interests. These
practices include:
PRACTICES WE EMPLOY
PRACTICES WE AVOID
✔ Pay for Performance
✔ Market Competitive Executive Severance/Change
in Control Policy
✔ Annual Review of our Peer Group
✔ Engage Independent Compensation Consulting
Firm
✘ Pledging, Hedging, and Short Sales of Our Stock
✘ Repricing Underwater Stock Options or Stock
Appreciation Rights Without Stockholder
Approval
✘ Employment Contracts
✘ Executive Pension Plans
✔ Annual NEO Performance and Pay Review
✘ Substantial Perquisites
✔ Rigorous Stock Ownership Requirements for
Executives and Non-Employee Directors
✘ Having Non-Independent Directors on the
Compensation Committee
✔ Incentive Compensation Designed to Discourage
✘ Single Trigger Change in Control Benefits
Excessive Risk-Taking
✔ Compensation Recovery Policy
WABASH NATIONAL CORPORATION
2024 Proxy Statement
39
Compensation Discussion and Analysis
Summary of Compensation Elements
Each component of Wabash’s compensation program is summarized in the table below. A more detailed
discussion of each element can be found below under the heading “Compensation Program Elements.”
COMPONENT
Base Salary
Short-Term
Incentive Award
Long-Term Incentive
Award
DESCRIPTION
• Fixed cash compensation.
• Takes into consideration executive’s level of
responsibility, experience, knowledge and
performance, internal equity considerations,
and a competitive market assessment.
WHERE REPORTED IN THE
EXECUTIVE COMPENSATION TABLES
• Summary Compensation Table –
“Salary” column
• Variable short-term incentive paid in cash
based on annual performance against
Company-wide financial goals.
• Summary Compensation Table –
“Non-Equity Incentive Plan
Compensation” column
• Purpose is to promote the achievement of
• Grants of Plan-Based Awards
short-term financial goals aligned with fiscal
year operational objectives and stockholder
interests.
Table – “Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards” column
• 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
• Summary Compensation Table –
remain competitive with the market.
“All Other Compensation” column
Retirement and
Deferred
Compensation
Benefits
• The NEOs participate in our 401(k) plan,
• Summary Compensation Table –
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.
“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.
• Potential Payments on Termination
or Change in Control Payment and
Benefits Estimate Table
• Provides market competitive benefits in the
event of certain terminations of employment.
Our 2023 Say-on-Pay Vote
The Compensation Committee carefully considered the results of the Company’s “Say-on-Pay Vote” taken by
stockholders at its 2023 Annual Meeting, and the Committee plans to continue to carefully consider the results of
this vote each year. At the 2023 Annual Meeting, over 97% of the stockholder votes cast on the proposal were cast
in favor of the resolution stating that the stockholders “approve the compensation of Wabash’s executive officers.”
The Compensation Committee believes that the level of support indicated by this vote reflects favorably on the
Company’s executive compensation program, which emphasizes “pay for performance,” even in the highly cyclical
industry in which Wabash operates.
40
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Compensation Discussion and Analysis
Compensation Objectives and Philosophy
The primary objectives and philosophy of our compensation programs are to (i) drive executive behaviors that
maximize long-term stockholder value creation, (ii) attract and retain talented executive officers with the skills
necessary to successfully manage and grow our business, and (iii) align the interests of our executive officers with
those of our stockholders by rewarding them for strong Company performance. In support of these objectives, we:
• Target NEO total compensation package competitive with peers – We regularly compare our NEOs’ total
compensation levels, as well as the elements of our NEO pay, with companies of a similar industry, size and
complexity;
• Deliver a meaningful proportion of NEO compensation in share-based incentives – In 2023, approximately
65% of Mr. Yeagy’s total direct compensation (i.e., base salary, target short-term incentive and target long-term
incentive), and on average 49% of the other NEOs’ total direct compensation, was targeted to be delivered in the
form of restricted stock units and performance stock units, with a goal of driving sustainable stockholder value
and strengthening alignment between NEO and stockholder interests;
• Encourage NEOs to be long-term stockholders – In addition to delivering a significant portion of each of our
NEO’s compensation in share-based compensation, we also require that each of our NEOs hold shares of our
stock equal to a multiple of his or her base salary; and
• Weight a significant portion of NEO compensation toward variable and performance-based pay elements – In
2023, approximately 83% of Mr. Yeagy’s total direct compensation, and on average 71% of the other NEOs’ total
direct compensation, was targeted to be delivered in variable short-term (annual) or long-term incentive
compensation.
Yeagy
Pettit
Smith
Base
Salary
16.65%
S
h
o
r
t
T
e
r
m
Short Term
Incentive
18.32%
RSUs/PSUs
65.03%
m
r
e
T
g
n
o
L
P
erformance B a s e
d 8
%
3 .4
RSUs/PSUs
50.78%
m
r
e
T
g
n
o
L
Base
Salary
28.13%
Short Term
Incentive
21.09%
S
h
o
r
t
T
e
r
m
P
e
rformance Bas e d 7 1 . 9
%
g Term
n
o
L
P
e
r
f
o
r
m
RSUs/PSUs
50.84%
Base
Salary
28.09%
Short Term
Incentive
21.07%
S
h
o
r
t Term
a
n
ce Based 71.9 %
Page
Glazner
RSUs/PSUs
45.70%
Base
Salary
30.16%
Short Term
Incentive
24.13%
S
h
o
r
t
T
e
rm
m
r
e
T
g
n
o
L
P
e
RSUs/PSUs
47.43%
Base
Salary
30.04%
Short Term
Incentive
22.53%
S
h
o
r
t
T
e
rm
m
r
e
T
g
n
o
L
P
r
f
o
r
m
ance Based 6 9 . 8 %
e
r
f
or
mance Base d 7 0 . 0
%
WABASH NATIONAL CORPORATION
2024 Proxy Statement
41
Compensation Discussion and Analysis
Compensation Methodology and Process
The Compensation Committee, consisting of only independent members of the Board, is responsible for
considering, recommending, and approving our incentive compensation plans and our equity-based plans for our
executive officers. In connection with that work, the Compensation Committee annually reviews and approves the
corporate goals and objectives relevant to the CEO’s and other executive officers’ compensation, evaluating their
performance in light of those goals and objectives, and setting compensation levels based on the evaluations. In
addition, the Compensation Committee annually reviews and recommends to the Board the forms and amounts of
director compensation.
To assist it in setting executive compensation for 2023, the Compensation Committee engaged Meridian, an
independent compensation consultant, to help ensure that our compensation packages remain competitive with
the market. Additional details about Meridian’s role are discussed below under the heading “The Role of the
Independent Compensation Consultant.” In addition to reviewing the market data provided by Meridian, the
Compensation Committee also considered the following factors when making compensation decisions for each of
our NEOs in 2023:
• The CEO’s evaluation of each of the other NEOs’ performance, as well as his recommendations for changes to
the NEOs’ base salaries (if any) and annual and long-term incentive plan target award levels. Note that the
Compensation Committee has the discretion to accept, reject or modify any of the CEO’s recommendations, and
the NEOs are not present during these discussions;
• Our Directors’ annual evaluation of the CEO’s performance, as obtained by the Nominating, Corporate
Governance and Sustainability Committee, and delivered by the Compensation Committee;
• The executive’s level of responsibility, experience, knowledge and performance during the prior year;
•
Internal pay equity;
• The expected cost of the incentive plans to the Company and the present and future availability of shares under
our equity plans; and
• The results of our annual non-binding “say-on-pay” proposal, as discussed above under the heading “Our 2023
Say-On-Pay Vote.”
The Role of Independent Compensation Consultant
Our Compensation Committee retains an independent compensation advisor to provide compensation market
data and generally review and advise the Compensation Committee regarding our compensation programs,
policies and disclosures. As noted above, the Compensation Committee retained Meridian through August 2023 to
provide these services, including providing the Compensation Committee with market and peer group data that it
referenced when setting executive compensation levels for 2023. However, because the Compensation
Committee had used Meridian as its consultant for several years, it decided during 2023 to initiate a Request for
Proposal (RFP) process for an independent compensation consultant. After a thorough review process and
evaluation of the responding candidates (including Meridian), the Compensation Committee decided to engage
FW Cook as its independent compensation consultant beginning in August 2023.
Meridian’s engagement during 2023 encompassed advisory services such as annual review of executive
compensation philosophy, a competitive assessment of executive compensation levels and “pay-for-performance”
linkage, executive cash and equity incentive program design, competitive assessment of non-employee director
compensation, and other ad hoc support. Meridian worked at the direction of, and reported directly to, the
Compensation Committee. Meridian did not provide any other services to Wabash. The Compensation Committee
evaluated Meridian as a compensation consultant, taking into consideration all relevant factors required under
NYSE listing standards, and determined, based on its analysis in light of all relevant factors, that the work of
42
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Compensation Discussion and Analysis
Meridian did not created any conflicts of interest, and that Meridian is independent pursuant to the independence
standards set forth in the NYSE listing standards promulgated pursuant to Section 10C of the Exchange Act.
As noted above, the Compensation Committee replaced Meridian with FW Cook effective in August 2023, and
under its engagement letter, FW Cook will provide the same types of advisory services to the Compensation
Committee that Meridian previously provided. FW Cook works at the direction of, and reports directly to, the
Compensation Committee. FW Cook does not provide any other services to Wabash. The Compensation
Committee has evaluated FW Cook as a compensation consultant, taking into consideration all relevant factors
required under NYSE listing standards, and has determined, based on its analysis in light of all relevant factors, that
the work of FW Cook has not created any conflicts of interest, and that FW Cook is independent pursuant to the
independence standards set forth in the NYSE listing standards promulgated pursuant to Section 10C of the
Exchange Act.
Peer Group Analysis and Market Compensation Data
As referenced above, the independent compensation consultant provides the Compensation Committee with
market compensation data to help the Compensation Committee assess the competitiveness of total
compensation for each NEO on an annual basis. However, the Committee does not use this data to specifically
target a certain percentage or level of compensation for the NEOs compared to our peer groups. Rather, the
Committee considers competitive peer group data as one significant factor in setting pay levels.
Meridian provided the Compensation Committee with market data for purposes of setting 2023 compensation
from the following two sources: (i) published proxies of companies specifically selected as proxy peer companies
(the “Proxy Peer Group”), and (ii) the proprietary Equilar database. In setting 2023 compensation, the Committee
utilized data from the Proxy Peer Group as the primary data source to assess the competitive positioning for the
CEO and CFO’s target compensation. Given the limited data available from proxies for other positions, the
Committee utilized information from the Equilar database as the primary data source to assess market
competitiveness of the other NEOs’ compensation. Data from the Equilar database was considered a secondary
data source for the CEO and CFO positions.
With respect to the Equilar database, we pull data for all companies that are in machinery and auto components
industries with revenues equal to 1/3-3x that of our Company.
The Compensation Committee reviews the companies included in our Proxy Peer Group annually with the help of
the independent compensation consultant to confirm that it continues to be an appropriate comparator group
based on industry, revenue, complexity, and market capitalization, and makes annual adjustments as necessary.
Meridian assisted the Compensation Committee with this review for 2023. The companies that make up the Proxy
Peer Group for 2023 are:
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
Commercial Vehicle Group, Inc.
IDEX Corporation
Cooper-Standard Holdings Inc.
ITT, Inc.
Donaldson Company, Inc.
LCI Industries
The Shyft Group, Inc.
Titan International, Inc.
Trinity Industries, Inc.
Woodward, Inc.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
43
Compensation Discussion and Analysis
As shown in the table below, the companies in the Proxy Peer Group are similar to Wabash in terms of revenue and
market capitalization:
Proxy Peer Group
Range
Median
$2.313 billion
Wabash National Corporation
$2.151 billion
Compensation Program Elements
REVENUE*
MARKET CAPITALIZATION**
$964 million – $5.559 billion
$74 million – $15.866 billion
$2.517 billion
$886 million
The following information describes, in detail, each element of our executive compensation program for 2023,
including a discussion of performance metrics and compensation levels. It is intended that this information be read
in conjunction with the information provided in the tables that follow this CD&A.
Base Salary
Base salaries are intended to provide a stable source of compensation for each of our NEOs. In determining salary
levels for each of our NEOs, the Committee takes into consideration a competitive market assessment provided to
it by Meridian, the NEO’s individual performance, level of responsibility, experience and knowledge, as well as each
NEO’s current salary as compared to the other NEOs and officers of the Company. The following table shows the
changes that the Committee made to the NEOs’ 2023 base salaries compared to their base salaries in effect at the
end of 2022. All base salary increases were effective as of March 5, 2023.
NAME
Mr. Yeagy
Mr. Pettit
Mr. Smith
Mr. Page
Ms. Glazner
2023 ANNUAL BASE
SALARY
% INCREASE FROM
2022
$1,050,000
$540,000
$525,000
$495,000
$475,000
6.6%
10.2%
5.0%
12.5%
8.0%
As shown in the table above, the Committee approved increases for each of the NEOs, in each case in recognition
of the NEO’s performance during the preceding year and to better align the NEO’s base salary with the competitive
market data.
Management Incentive Plan
Our short-term incentive plan, which we call our Management Incentive Plan, or MIP, is designed to reward
participants (which include each of the NEOs as well as other key executives and employees) with a cash bonus for
meeting or exceeding threshold financial and other performance goals during a calendar year. At the beginning of
each year, we establish a target MIP rate for each participant, which is equal to the percentage of the participant’s
base salary that he or she will receive as a cash bonus if the MIP goals are achieved at target. However, the actual
bonus received may be higher or lower, depending on our financial performance against pre-established
performance metrics, which are described in more detail below. We also have the ability, in our discretion, to
decrease (or completely eliminate) a participant’s MIP bonus if he or she fails to meet his or her personal
performance criteria reviewed during the Company’s employee performance review process.
44
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Compensation Discussion and Analysis
MIP Target Rates
After review and consideration of peer group data and discussion with Meridian, the Committee approves target
MIP rates for each of our NEOs, expressed as a percentage of base salary. The 2023 target MIP rates for each NEO
were as follows:
Mr. Yeagy
Mr. Pettit
Mr. Smith
Mr. Page
Ms. Glazner
2023 TARGET MIP RATE
110%
75%
75%
80%
75%
For 2023, we increased Mr. Yeagy’s target MIP rate from 100% to 110%, Mr. Page’s from 70% to 80%, and
Mr. Smith’s and Ms. Glazner’s from 70% to 75%, in each case, to more closely align the NEO’s MIP opportunity with
competitive market practice.
Performance Metrics and Results for the 2023 MIP
Payouts under our 2023 MIP were based 70% on annual Operating Income and 30% on average monthly Net
Working Capital as a Percentage of Sales (“NWC”). The Committee chose to continue to use Operating Income
because it believes it is an important indicator of profitability, future growth and stock performance. The
Committee chose to continue to use NWC because operational efficiency and cash flow drives NWC performance,
making NWC well suited as an annual performance metric since those are items that management can impact over
a shorter time-horizon. We defined Operating Income and NWC under the 2023 MIP as follows:
• Operating Income means income from operations during 2023 as reported in our financial statements.
• Net Working Capital as a Percentage of Sales is calculated as a 13-point monthly average beginning with
December 2022 and ending with December 2023, and equals the quotient of (a) total accounts receivable plus
inventory minus accounts payable minus customer deposits, divided by (b) net sales, as reported in our financial
statements.
Pursuant to the terms of the 2023 MIP, the levels of achievement of Operating Income and NWC are determined
after adjusting results to exclude any cumulative effects of the following items, which are generally outside of
management’s control or are atypical and outside the Compensation Committee’s purview when establishing the
performance goals: changes in GAAP during the year; the transaction costs (including legal, due diligence and
investment banking expenses) of any merger, acquisition or divestiture consummated during the performance
period that has a total purchase or sale price of more than $20 million; any asset write-down or goodwill
impairment expense during the performance period that exceeds $3 million; and the effects of items that are
either of an unusual nature or infrequently occurring, as described in Financial Accounting Standards Board
Accounting Standards Update No. 2015-01. In addition, the 2023 MIP provides that Operating Income should be
adjusted to exclude the cumulative effect of changes in applicable tax laws resulting in a discrete item of tax
expense or benefit to the Company during the year and expenses associated with judgments or the settlement of
any claims during the year that exceeded $3 million. For 2023, we did not make any such adjustments to
Operating Income or NWC.
Both the Operating Income and the NWC performance metrics under the MIP may be achieved at a threshold,
target or maximum level. The threshold, target and maximum goals were based on various outcomes considered
by the Compensation Committee, with the target amounts reflecting the Company’s operating budget approved
by the Board.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
45
Compensation Discussion and Analysis
Because annual targets for performance goals are set at levels based on our expected financial performance for
the year, the Committee believes that paying at 200% of a performance metric’s target for superior performance
(set at 125% of the Operating Income target goal and 85% of the NWC target goal under the Board-approved
operating budget) provides appropriate incentive to achieve outcomes clearly exceeding target expectations.
However, by establishing a maximum performance goal and capping the potential payout at 200% for achievement
of such performance, the Committee believes this reduces the risk that executives might be motivated to pursue
excessively high short-term results to maximize short-term payouts, at the expense of the long-term performance
of the Company.
The Committee further believes that threshold amounts, which are set at 75% of the Operating Income target goal
and 115% of the NWC target goal under the Board-approved operating budget, represent sufficient performance
to warrant incentive compensation, and that a potential payout equal to 35% of target is appropriate for such an
achievement level. If the threshold level of performance for a particular goal is not achieved, the payout for that
goal is zero. Actual MIP payouts are interpolated for performance between threshold and target or target and
maximum.
The chart below details the goals necessary for the NEOs to achieve MIP payout in 2023:
THRESHOLD
(35%)
TARGET
(100%)
MAXIMUM
(200%)
ACTUAL
% ACHIEVED
Corporate
Operating Income
(“OI”)
70% of MIP Award
Net Working Capital as a
Percentage of Sales
(“NWC”)
30% of MIP Award
$165.0 million
$220 million
$275 million
$311.9 million
200.0%
11.5%
10.0%
8.5% or less
11.2%
48.0%
Based on the results shown above, the NEOs each received an MIP payout for 2023 equal to 154.4% of target.
Long-Term Incentive Plan
Our Long-Term Incentive Plan, or LTI Plan, is designed to reward our executives, including the NEOs, for increasing
stockholder value. It is also intended to be used as an attraction and retention tool in recruiting and promoting
executive talent.
Consistent with past practice, the Compensation Committee made annual LTI grants to the NEOs in February 2023
after the release of 2022 year-end financial results in connection with a regularly scheduled meeting of the
Compensation Committee. For 2023, the Compensation Committee granted a mix of Performance Share Units
(PSUs) and Restricted Stock Units (RSUs) to each of the NEOs. As in 2022, the Compensation Committee decided
to split each NEO’s target LTIP award value for 2023 equally between RSUs and PSUs. The allocation reflects the
Company’s continued focus on executive retention given the current labor market and the challenges of setting
multiple-year financial performance goals due to ongoing economic uncertainties. The Committee believes this
mix is also appropriate to emphasize its goals of encouraging stock ownership in Wabash, focusing NEOs on long-
term growth in stockholder value and setting compensation that is reflective of market practice.
46
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Compensation Discussion and Analysis
Determining LTI Award Values
In February 2023, the Compensation Committee established the target LTI grant value for each NEO, based on the
following factors: level of responsibility, individual performance, peer group data, and the number of shares
available under the 2017 Omnibus Incentive Plan. The LTI target grant value that the Compensation Committee
established for each of the NEOs in February 2023 was as follows:
Mr. Yeagy
Mr. Pettit
Mr. Smith
Mr. Page
Ms. Glazner
2023
LTI TARGET
GRANT VALUE
$4,100,000
$ 975,000
$ 950,000
$ 750,000
$ 750,000
To determine the total number of RSUs and PSUs to grant to each NEO, we divide the LTI Target Grant Value set
forth above by the closing price of our Common Stock on the date of grant, and then we grant half that amount as
RSUs and the other half as PSUs. Note that the amount reported in the “Stock Awards” column of the Summary
Compensation Table reflects the grant date fair value of the RSUs and PSUs determined in accordance with FASB
ASC Topic 718, which may be different that the target grant values reported above.
Summary of Terms of PSUs and RSUs
The general terms for the PSUs and RSUs awarded to the NEOs in 2023 are listed below:
PSUs
RSUs
Performance Metrics
• Relative Total Stockholder Return
None
Performance Period
• Three years (2023-2025) for
None
(“RTSR”)
• Return on Invested Capital
(“ROIC”)
Vesting Period
Forfeiture/Settlement
RTSR
• Three years (2023-2025) for
ROIC
Earned awards, if any, vest in full
on third anniversary of the grant
date
Earned only upon achievement of
at least threshold performance
level, and paid out in Wabash
Common Stock upon vesting
Award vests in full on third
anniversary of the grant date
Forfeitable until vesting date, at
which time they are settled in
Wabash Common Stock
WABASH NATIONAL CORPORATION
2024 Proxy Statement
47
Compensation Discussion and Analysis
Performance Share Unit Performance Metrics
The Committee decided to use the same performance metrics and weighting for the 2023 PSUs as those used in
the 2022 and 2021 PSUs, as summarized in the table below:
PSUS GRANTED IN 2021, 2022 AND 2023
METRIC
Relative Total Stockholder Return (“RTSR”)
Return on Invested Capital (“ROIC”)
WEIGHTING
75%
25%
The Committee retained RTSR because, among other things, it emphasizes the Company’s focus on long-term
stockholder value creation and outperformance versus peers. ROIC was also retained to incentivize the
achievement of above-market returns on our cost of capital and to balance the earnings measure in our MIP with a
balance sheet measure.
RTSR and ROIC are each measured independently of the other in calculating whether LTI Plan participants will earn
the PSUs attributable to such metric. However, if the price of our common stock increases by more than a multiple
of four between the grant date of the award and the settlement date, then the total number of shares issued in
settlement of the PSUs will be reduced by taking the number of shares that would otherwise be issued absent any
limitation and multiplying it by a fraction, the numerator of which is four times the fair market value of a share on
the date of grant of the PSUs, and the denominator of which is the fair market value of a share on the date
immediately before settlement of the award.
Relative Total Stockholder Return
RTSR measures our total stockholder return against the total stockholder return of our peers. For the 2023 grants,
RTSR will be measured relative to a group of similarly cyclical companies over a three-year period, as the
Committee believes this is the fairest way to track and reward Company performance with regard to stockholder
return in a highly-cyclical industry. RTSR performance will be measured in relation to the following “Cyclical Peer
Group”:
Blue Bird Corporation
Commercial Vehicle Group
Douglas Dynamics, Inc.
EnPro Industries, Inc.
Federal Signal Corp.
Flowserve Corporation
The Greenbrier Companies, Inc.
LCI Industries
The Manitowoc Company, Inc.
Modine Manufacturing Co.
Oshkosh Corp.
PACCAR Inc.
Patrick Industries, Inc.
REV Group, Inc.
The Shyft Group, Inc.
Terex Corporation
The Timken Co.
Trinity Industries, Inc.
Winnebago Industries, Inc.
The Cyclical Peer Group companies were approved by the Committee following a review of Meridian’s analysis,
which includes assessment of industry relevance, operational and financial similarity, historical stock price
correlation and stock price volatility among these companies as compared to that of Wabash. In the event any
Cyclical Peer Group company ceases to be an independent, publicly traded company, or enters into a definitive
agreement to be acquired by a non-publicly traded company during the performance period, then such company
will be removed from the Cyclical Peer Group. A Cyclical Peer Group company that files for bankruptcy at any time
during the performance period will remain in the Cyclical Peer Group but and will be deemed to have a total
stockholder return of -100%.
48
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Compensation Discussion and Analysis
The Company must achieve an RTSR that puts it at the 25th percentile or above within the Cyclical Peer Group by
the end of the three-year performance period for the NEOs to earn at least 50% of the PSUs tied to the RTSR
metric. The chart below details the potential RTSR award rates for various percentile ranking. Performance that is
between the performance levels set forth below will be interpolated.
Wabash Ranking Against Cyclical Peer
Group
80th or Greater Percentile
50th Percentile
25th Percentile
% of PSUs Earned
200% (Maximum)
100% (Target)
50% (Threshold)
Return on Invested Capital
Return on Invested Capital for purposes of the 2023 PSUs will be measured as the three-year average of the trailing
36-month net operating profit after tax on December 31, 2025 divided by the average of month-end invested
capital (excluding cash) for each month beginning December 31, 2021 and ending December 31, 2024, but
adjusted to exclude the following items, which are generally outside of management’s control or are atypical and
outside the Compensation Committee’s purview when establishing the performance goals: any cumulative effects
of changes in GAAP during the performance period; cumulative effect of changes in applicable tax laws resulting
in a discrete item of tax expense or benefit to the Company during the performance period; the transaction costs
(including legal, due diligence and investment banking expenses) of any merger, acquisition or divestiture
consummated during the performance period that has a total purchase or sale price of more than $30 million; any
asset write-down or goodwill impairment expense during the performance period that exceeds $3 million;
expenses associated with judgments or the settlement of any claims during the performance period that exceed
$3 million; and the effects of items that are either of an unusual nature or infrequently occurring, as described in
Financial Accounting Standards Board Accounting Standards Update No. 2015-01.
The chart below shows the level of ROIC performance that is necessary for the NEOs to earn the PSUs tied to such
metric:
ROIC
19%
14%
11%
% OF PSUs EARNED
200% (Maximum)
100% (Target)
50% (Threshold)
Results below the threshold level will result in no portion of the ROIC PSUs being earned. If performance results are
between the threshold and target, or target and maximum, performance levels set forth above, then the percent of
PSUs earned will be interpolated.
Payout of 2021 PSUs With Performance Cycle Ending December 31, 2023
During 2021, we granted PSUs having a performance period which ended on December 31, 2023 under the 2021
LTI Plan. As noted below, the PSUs under the 2021 LTI Plan were based 75% on RTSR and 25% on ROIC. The RTSR
was measured over the three-year period beginning January 1, 2021 and ending December 31, 2023, and the ROIC
portion was measured over a two-year period beginning January 1, 2022 and ending December 31, 2023.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
49
Compensation Discussion and Analysis
The chart below details the performance goals and achievement levels of the goals for the PSUs issued under the
2021 LTI Plan:
METRIC
WEIGHT
ACTUAL
RESULTS
PERFORMANCE
LEVEL
ACHIEVED
% PSUs TIED TO
METRIC EARNED
RTSR
75%
7th Within Peer
Group
ROIC
25%
24.3%
Exceed
Target of
50th
Percentile
but Below
Maximum
of 80th
Percentile
Exceed
Maximum
of 15%
155.6%
200%
As a result, each NEO earned 166.7% of the total targeted number of PSUs granted to them in February 2021. Each
earned PSU vested on February 19, 2023 for the NEOs still employed by us on such date, which was three years
from the original date of grant. Upon vesting, each NEO received one share of the Company’s Common Stock for
each fully vested PSU. Our 2021 LTIP included similar adjustment provisions for measuring ROIC to those
described above for the 2023 PSUs.
Perquisites
We offer our NEOs various perquisites that the Committee believes, based on its annual compensation review, are
reasonable to remain competitive. These perquisites constitute a small percentage of total compensation, and, for
2023, included only executive physicals, a gross up on such benefit, and coverage of the travel expenses for an
NEO’s spouse on certain business trips. For more information on these perquisites and to whom they are provided,
see footnote 3 to the Summary Compensation Table. In addition to the items reported in the Summary
Compensation Table, NEOs, as well as other Company employees, are provided access to seats at a local sporting
venue for personal use when not occupied for business purposes, in each case at no incremental cost to the
Company.
Retirement and Deferred Compensation Benefits
Retirement Benefit Plan
The Company has adopted a Retirement Benefit Plan that is applicable to our NEOs. The purpose of the plan is to
clearly define benefits that are to be provided to qualified employees who retire from the workforce after service
to the Company. Additional information regarding this Plan, including definitions of key terms and a quantification
of retirement benefits, is set forth below in the section entitled Potential Payments on Termination or Change in
Control.
Tax-qualified Defined Contribution Plan
We maintain a tax-qualified defined contribution plan in the form of a traditional 401(k) plan with a Roth 401(k)
option, either of which is available to a majority of the Company’s employees, including the NEOs. When the
Company’s financial performance allows, the Company matches dollar-for-dollar the first 3% of compensation an
employee places into these plans, and matches one-half of the next 2% contributed by the employee to the plan,
up to federal limits. Any annual Company matches are reported under the “All Other Compensation” column, and
related footnote 3 of the Summary Compensation Table.
50
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Compensation Discussion and Analysis
Deferred Compensation Benefits
We maintain a non-qualified deferred compensation plan that allows eligible highly-compensated employees,
including the NEOs, to voluntarily elect to defer receipt of all or a part of their cash compensation (base salary and
MIP payouts). The Company matches dollar-for-dollar the first 3% of compensation an employee places into the
non-qualified deferred compensation plan, and matches one-half of the next 2% the employee contributes to the
plan, up to a maximum of 5% of the participant’s deferred earnings. Any annual Company matches are reported
under the “All Other Compensation” column and related footnote 3 of the Summary Compensation Table.
Participants may elect to invest amounts deferred under this program into one or more investment funds available
under the plan from time to time. We do not guarantee earnings on any investments or otherwise pay any above
market earnings on participants’ accounts. Participants may elect to receive the funds in a lump sum or in up to 10
annual installments following retirement, as well as limited in-service distributions. The deferred compensation
plan is unfunded and subject to forfeiture in the event of bankruptcy.
We make the non-qualified deferred compensation plan available to our highly-compensated employees as a
means to attract, retain, and motivate employees by providing an additional method to save for retirement and a
mechanism to defer taxation on a portion of compensation. Similar deferred benefits are commonly offered by
companies with whom we compete for talent.
For additional information, see the Non-Qualified Deferred Compensation Table below.
Severance and Change in Control Benefits
Executive Severance Plan
We maintain the Wabash National Corporation Executive Severance Plan (the “ESP”), which provides severance
protections to certain executives who are designated by the Compensation Committee as eligible to participate in
the ESP, including all of the NEOs. The ESP is not intended to duplicate any benefits that may be provided under
other Company compensation plans or arrangements, but rather to provide benefits to certain executives who
agree to execute a release, non-compete, and non-solicitation agreement with the Company upon non-cause
based terminations. For additional information regarding the ESP, including definitions of key terms and benefits,
see the section below entitled Potential Payments on Termination or Change in Control.
Change in Control Plan
We have adopted a Change in Control Plan applicable to NEOs as well as other executives of the Company who are
specifically designated by our Board of Directors. We determined that this plan was appropriate based on the
prevalence of similar plans within the market, as well as the dynamic nature of the business environment in which
we operate. We also believe the Change in Control Plan is an appropriate tool to motivate executive officers to
exhibit the proper behavior when considering potential business opportunities because defining compensation
and benefits payable under various merger and acquisition scenarios enable the NEOs to set aside personal
financial and career objectives and focus on maximizing stockholder value. Furthermore, the Change in Control
Plan encourages continuity of the leadership team through the completion of the change in control because the
plan does not provide any benefits as the result of an NEO’s voluntary termination of employment.
Additional information regarding the Change in Control Plan, including definitions of key terms and a
quantification of benefits that would be received assuming a triggering event on December 31, 2023, is set forth
below in the Potential Payments on Termination or Change in Control — Payment and Benefit Estimates table.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
51
Compensation Discussion and Analysis
Executive Stock Ownership Guidelines
Our stock ownership guidelines encourage our executive officers to maintain a certain equity stake in the
Company, which aligns their interests with those of other stockholders. Our current stock ownership guidelines
provide that each executive is required to hold 100% of the net number of Company shares received through the
Company’s incentive compensation plans, meaning the total number of shares received less the number of shares
that would need to be sold, withheld, or tendered to pay withholding taxes and, if applicable, the exercise price of
stock options (the “Executive Holding Requirement”) until the executive achieves the target ownership levels set
for his/her position. Once a Company executive has achieved his/her stated target ownership level, s/he is no
longer required to adhere to the Executive Holding Requirement, unless and until his/her ownership level falls
below the target. The target ownership levels are as follows:
CEO
CFO, COO
Five (5) times base salary
Three (3) times base salary
Other Executive Officers
Two-and-one-half (2 1/2) times base salary
For purposes of calculating target ownership levels, the following types of Company shares are counted: stock
owned by the executive (including through retirement plans); vested and unvested restricted stock and restricted
stock units; and performance stock units deemed earned, but not yet vested. Company executives are required to
comply with the guidelines and the Executive Holding Requirement immediately upon hire or promotion and the
Compensation Committee reviews compliance with the guidelines on a periodic basis. As of December 31, 2023,
all our NEOs were in compliance with the guidelines, either because each NEO had met his or her target ownership
level or because he or she was adhering to the Executive Holding Requirement.
Insider Trading Policy and Anti-Hedging Rules
We maintain an Insider Trading Policy that applies to all our employees, including our NEOs, and directors, which
prohibits them from trading in our securities at times when they have material, non-public information about our
Company’s affairs. Our Insider Trading Policy also includes anti-hedging rules, which prohibits certain executive
officers, including our NEOs, and other employees from engaging in, directly or indirectly:
• selling short our Common Stock;
• pledging of Company securities and/or holding Company securities in margin accounts; and
• transactions in derivative securities (including put and call options), zero-cost collars, equity swaps, exchange
funds and forward sale contracts, or any other hedging and/or offsetting transactions regarding our Common
Stock that allow the holder to limit or eliminate the risk of a decrease in the value of the Company’s securities.
The following is a list of the specific current employees that are covered by the anti-hedging rules in our Insider
Trading Policy: (1) all directors and executive officers as defined under Section 16 of the Exchange Act, (2) all
direct reports to our CEO, (3) all Directors of Finance, (4) all Financial Reporting Department employees, (5) all Tax
and Treasury Department employees, (6) all employees regularly and routinely involved in corporate-wide business
development and/or mergers and acquisitions activities and reviews, and (7) all executive assistants to the CEO,
CFO, General Counsel and certain other senior officers and managers. In addition, the Company may deem
additional persons to be temporarily subject to the anti-hedging rules based upon certain activities or
circumstances in its discretion.
52
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Compensation Discussion and Analysis
Compensation Recovery Policy
During 2023, we adopted a compensation recovery policy designed to comply with the SEC’s recently issued
regulations and the implementing New York Stock Exchange listing standards. This policy provides that, if we are
required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover
reasonably promptly the excess of (1) the amount of incentive-based compensation received by a person who
served as a covered officer at any time during the applicable performance period during the three completed
years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount
that would have been received had it been determined based on the restated financials.
Compensation Risk Assessment
Our Compensation Committee is responsible for assessing our compensation policies and practices for all
employees, including non-executive officers, to determine if the risks arising from these programs are reasonably
likely to have a material adverse effect on the Company. The Compensation Committee meets at least annually
with our management and the Committee’s independent compensation consultant to review and discuss any
potential risks related to our employee compensation plans and programs. Among other things, the Compensation
Committee evaluates our pay philosophy, balance of cash and equity compensation, balance of long-term and
short-term performance periods in our plans and programs, our use of absolute and relative performance metrics
that encourage management to act in the long-term interest of our shareholders, and the payout curves for our
incentive plans. The Compensation Committee also considers our governance and administrative practices related
to our incentive plans, such as our stock ownership guidelines, clawback policy, and anti-hedging and pledging
policies. Based on its review, the Compensation Committee has determined that there are no risks arising from our
compensation programs that are reasonably likely to have a material adverse effect on the Company.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
53
Compensation Committee Report
The Compensation Committee reviewed and discussed with management the Compensation Discussion and
Analysis set forth in this Proxy Statement. Based on the review and discussion, the Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy
Statement and in the Wabash National Corporation Annual Report on Form 10-K for the fiscal year ended
December 31, 2023 (including through incorporation by reference to this Proxy Statement).
COMPENSATION COMMITTEE
John G. Boss, Chair
Larry J. Magee
Ann D. Murtlow
Sudhanshu Priyadarshi
Scott K. Sorensen
54
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Executive Compensation Tables
In this section, we provide tabular and narrative information regarding the compensation of our NEOs for the fiscal
year ended December 31, 2023.
Summary Compensation Table for the Year Ended December 31, 2023
The following table summarizes the compensation of the NEOs for the year ended December 31, 2023 and for the
years ended December 31, 2022 and 2021.
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
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
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
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
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
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
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
(1) Amounts represent the aggregate grant date fair value of grants of RSUs and PSUs made to each NEO during 2023 under the Company’s 2023
LTI Plan, as computed in accordance with FASB ASC Topic 718, which (1) excludes the effect of estimated forfeitures and (2) assumes that the
PSUs are earned at Target. The amounts shown for the PSU awards at the “Target” performance levels are as follows: Mr. Yeagy – $ 2,607,728;
Mr. Pettit – $620,119; Mr. Smith – $604,241; Mr. Page – $ 477,008; and Ms. Glazner – $ 477,008. If the Company achieves “Maximum”
performance levels for both PSU performance metrics, then the value of the PSUs would be as follows: Mr. Yeagy – $ 4,100,016; Mr. Pettit –
$ 974,981.; Mr. Smith – $950,019; Mr. Page – $ 749,986; and Ms. Glazner – $ 749,986. Further information regarding the valuation of equity
awards can be found in Note 16 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2023.
(2)
Represents amounts paid pursuant to our MIP.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
55
Executive Compensation Tables
(3) Amounts in this column consist of the following amounts:
NAME
Brent L. Yeagy
Michael N. Pettit
Dustin T. Smith
Kevin J. Page
M. Kristin Glazner
COMPANY
CONTRIBUTIONS
TO DEFINED
CONTRIBUTION
PLANS
(a)
EXECUTIVE
PHYSICAL
(b)
OTHER
(c)
TOTAL ALL OTHER
COMPENSATION
$126,033
$6,185
$2,428
$134,646
$ 59,664
$6,175
$
—
$ 65,819
$ 58,326
$6,177
$1,388
$ 65,891
$ 57,034
$ 53,933
$6,177
$6,524
$
$
—
—
$ 63,211
$ 60,457
(a)
(b)
Includes Company matches of amounts deferred by an NEO into the Company’s 401(k) and non-qualified deferred compensation plans.
Includes a tax gross up on the reimbursement of the executive physical for the following amounts: Mr. Yeagy – $1,185; Mr. Pettit – $1,175;
Mr. Smith – $1,177; Mr. Page – $1,177; Ms. Glazner – $1,524.
(c)
Represents the value of Company paid travel expenses for the NEO’s spouse to attend various business trips.
56
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Executive Compensation Tables
Grants of Plan-Based Awards for the Year Ended December 31, 2023
The following table summarizes the awards we made under our MIP and LTI Plan to our NEOs in 2023.
ESTIMATED POSSIBLE PAYOUTS
UNDER NON-
EQUITY INCENTIVE PLAN AWARDS
(1)
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE
PLAN AWARDS
(2)
NAME
GRANT
DATE
(1)
THRESHOLD
($)
(35%)
TARGET
($)
(100%)
MAXIMUM
($)
(200%)
THRESHOLD
(#)
(50%)
TARGET
(#)
(100%)
MAXIMUM
(#)
(200%)
Brent L. Yeagy
$404,250 $1,155,000 $2,310,000
ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
STOCK
OR UNITS
(3)
(#)
GRANT
DATE
FAIR VALUE
OF
STOCK AND
OPTION
AWARDS (4)
($)
2/15/2023
2/15/2023
35,890
71,779 143,558
$2,607,728
71,779 $2,050,008
Michael N. Pettit
$141,750 $ 405,000 $ 810,000
2/15/2023
2/15/2023
8,535
17,069 34,138
$ 620,119
17,069 $ 487,491
Dustin T. Smith
$137,813 $ 393,750 $ 787,500
2/15/2023
2/15/2023
8,316
16,632 33,264
$ 604,241
16,632 $ 475,010
Kevin J. Page
$138,600 $ 396,000 $ 792,000
2/15/2023
2/15/2023
6,565
13,130 26,260
$ 477,008
13,130 $ 374,993
M. Kristin Glazner
$124,688 $ 356,250 $ 712,500
2/15/2023
2/15/2023
6,565
13,130 26,260
$ 477,008
13,130 $ 374,993
(1)
(2)
(3)
(4)
These columns show potential cash payouts under our 2023 MIP as described in the section titled “Management Incentive Plan” in the CD&A.
The amount shown as the “threshold” payout assumes both performance goals under the 2023 MIP were achieved at the threshold level,
though actual payouts could be less.
Represents the potential payout range of PSUs granted in 2023 pursuant to the 2017 Omnibus Incentive Plan.
Represents the number of RSUs granted in 2023 pursuant to the 2017 Omnibus Incentive Plan.
The amounts shown in this column represent the grant date fair market value of the PSUs and RSUs, as determined pursuant to FASB ASC
Topic 718, excluding the effect of estimated forfeitures. The amount reported for the PSUs represents the grant date fair value assuming the
target performance goals were met.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
57
Executive Compensation Tables
Outstanding Equity Awards as of December 31, 2023
The following table summarizes all equity awards that were granted in 2023 and prior years that remain
outstanding as of December 31, 2023.
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#)
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
UNEXERCISABLE
(#)
GRANT
DATE
OPTION
EXERCISE
PRICE
OPTION
EXPIRATION
DATE
NUMBER OF
SHARES OR
UNITS OF
STOCK
THAT
HAVE NOT
YET
VESTED
(#) (1)
MARKET
VALUE OF
SHARES OF
STOCK
THAT
HAVE NOT
VESTED
($) (2)
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT
VESTED
(#) (3)
EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT YET
VESTED
($) (2)
—
—
2/17/2015
1,500
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 437,609 $11,211,535 249,762 $6,398,902
$14.16 2/17/2025
—
—
—
—
—
—
—
—
— 108,004 $ 2,767,057
60,559 $1,551,522
— 90,042 $ 2,306,874
60,340 $1,545,911
— 73,192 $ 1,875,170
47,027 $1,204,832
— 77,218 $ 1,978,314
47,027 $1,204,832
NAME
Brent L.
Yeagy
Michael N.
Pettit
Dustin T.
Smith
Kevin J. Page
M. Kristin
Glazner
58
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Executive Compensation Tables
(1)
This column includes all outstanding RSUs plus the PSUs for which the performance period was completed as of December 31, 2023, but that
remained unvested and subject to a continued employment requirement. The vesting dates of these awards are as follows:
NAME
VESTING DATE
NUMBER OF UNITS
Brent L. Yeagy
Michael N. Pettit
Dustin T. Smith
Kevin K. Page
M. Kristin Glazner
2/18/2024
2/16/2025
2/15/2026
2/18/2024
2/16/2025
2/15/2026
2/18/2024
2/16/2025
2/15/2026
2/18/2024
2/16/2025
2/15/2026
2/18/2024
2/16/2025
2/15/2026
258,894*
106,936
71,779
64,923*
26,012
17,069
47,398*
26,012
16,632
39,831*
20,231
13,130
43,857*
20,231
13,130
*
Combines the RSUs and earned PSUs that were granted on 2/18/2021.
(2) Market value is equal to the closing price of our common stock on December 29, 2023 (the last trading day of the year) as reported on the
NYSE ($25.62 per share), times the number of unvested shares.
(3)
The number of PSUs shown in this column reflects the maximum performance level for the 2022 awards and the threshold performance level
for the 2023 awards in accordance with SEC regulations requiring that the number of PSUs shown be based on achieving threshold
performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or
maximum) that exceeds the previous fiscal year’s performance. The vesting dates for these awards are as follows:
NAME
VESTING DATE
NUMBER OF UNITS
Brent L. Yeagy
Michael N. Pettit
Dustin T. Smith
Kevin K. Page
M. Kristin Glazner
2/16/2025
2/15/2026
2/16/2025
2/15/2026
2/16/2025
2/15/2026
2/16/2025
2/15/2026
2/16/2025
2/15/2026
213,872
35,890
52,024
8,535
52,024
8,316
40,462
6,565
40,462
6,565
WABASH NATIONAL CORPORATION
2024 Proxy Statement
59
Executive Compensation Tables
Option Exercises and Stock Vested During 2023
The following table sets forth information concerning the exercise of options and the vesting of stock awards
during 2023 by each of the NEOs:
NAME
Brent L. Yeagy
Michael N. Pettit
Dustin T. Smith
Kevin K. Page
M. Kristin Glazner
OPTION AWARDS
STOCK AWARDS
NUMBER OF
SHARES
ACQUIRED ON
EXERCISE
(#)
VALUE
REALIZED
ON EXERCISE
($) (1)
NUMBER OF
SHARES
ACQUIRED ON
VESTING
(#)
VALUE
REALIZED
ON VESTING
($) (2)
—
510
2,267
—
750
—
249,645
$7,039,989
$ 7,096
$30,105
—
$10,148
71,390
51,243
39,418
32,849
$2,013,198
$1,445,053
$1,111,588
$ 926,342
(1) Calculated as the number of shares received on exercise multiplied by the difference between the market price of our stock at the time of
exercise and the exercise price of the options.
(2) Calculated as the number of shares vested multiplied by the market price of stock on the date of vesting.
Non-Qualified Deferred Compensation
The table below sets forth, for each NEO, information regarding participation in our non-qualified deferred
compensation plan.
NAME
Brent L. Yeagy
Michael N. Pettit
Dustin T. Smith
Kevin J. Page
EXECUTIVE
CONTRIBUTION
(IN LAST FY) (1)
REGISTRANT
CONTRIBUTION
(IN LAST FY) (2)
AGGREGATE
EARNINGS
(IN LAST
FY) (3)
AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS
AGGREGATE
BALANCE
(AT LAST
FYE) (4)
$408,539
$ 89,608
$134,436
$140,156
$112,833
$ 46,228
$ 45,126
$ 43,834
$ 40,733
$282,224
$154,950
$298,511
$ 62,704
$ 49,386
$100,465
$2,434,153
$ 58,919
$1,222,693
$141,925
$1,724,422
—
—
$ 652,081
$ 422,889
M. Kristin Glazner
$ 55,599
(1) Amounts reflected in this column represent a portion of each NEO’s salary deferred in 2023. It also reflects the portion of the MIP award
earned in 2023, but not paid until 2024, that each NEO elected to defer. 100% of these amounts are also included in the “Salary” and
“Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table.
(2)
Represents Company matching contributions. 100% of these amounts are also included in the Summary Compensation Table under the “All
Other Compensation” column.
(3) Amounts reflected in this column include changes in plan values during the last fiscal year, as well as any dividends and interest earned by the
plan participant with regard to the investment funds chosen by such participant during the fiscal year. No portion of this amount was reported
in the Summary Compensation Table for 2023.
60
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Executive Compensation Tables
(4)
The following represents the extent to which the amounts that are reported in this aggregate balance column were previously reported as
compensation to our NEOs in our Summary Compensation Table in years prior to 2023:
NAME
Brent L. Yeagy
Michael N. Pettit
Dustin T. Smith
Kevin J. Page
M. Kristin Glazner
PRIOR YEARS
($)
$1,369,661
$ 622,505
$ 542,242
$ 334,613
$ 161,033
Potential Payments on Termination or Change in Control
The section below describes the payments that may be made to NEOs in connection with a change in control or
pursuant to certain termination events in 2023.
Retirement Benefit Plan
The Company maintains a Retirement Benefit Plan that is applicable to all employees, including our NEOs. The Plan
provides that Retirees (as defined below) will receive the following benefits upon his or her retirement:
• ability to exercise vested stock options through the 10th anniversary of the grant date;
• ability to earn a pro-rata portion of any outstanding PSUs based on the portion of the performance period that
the Retiree was employed, to be paid at the end of the performance period based on actual performance;
• full vesting of all RSUs granted more than twelve (12) months prior to the Retiree’s retirement date;
• payment of all eligible and unused vacation pay;
• prorated MIP award payout for the year of retirement; and
• service awards for retirees celebrating a 5, 10, 15, 20 or greater service anniversary in their year of retirement.
A “Retiree” is defined as: (a) an employee attaining at least 65 years of age, with no service requirement, as of his/
her date of retirement, or (b) an employee attaining at least 55 years of age, who has completed his/her 10th year
of service with the Company as of his/her date of retirement.
Benefits Upon Death or Disability
Pursuant to a policy adopted in 2016, all equity awards granted during 2016 and later shall vest in full (and without
proration) in the event of an employee’s termination of employment due to death or disability.
Executive Severance Plan
As noted previously in the CD&A, the Company maintains an Executive Severance Plan (“ESP”) that provides
additional benefits to certain designated executives, including our NEOs, in the event we terminate their
employment without cause. For purposes of the Plan, “cause” is defined as: (i) a participant’s willful and continued
failure to perform his or her principal duties; (ii) conviction of, or a plea of guilty or nolo contendere to, any
misdemeanor involving moral turpitude or dishonesty or any felony; (iii) illegal conduct or gross misconduct which
results in material and demonstrable damage to the business or reputation of the Company or an affiliate; (iv) gross
negligence resulting in material economic harm to the Company or an affiliate; (v) material violation of the
Company’s applicable Code of Business Conduct and Ethics or similar policy; or (vi) a participant’s breach of the
restrictive covenants set out in the Plan (as described below). A “termination without cause” does not include
terminations due to disability or death.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
61
Executive Compensation Tables
If we terminate an NEO without cause, the NEO would be entitled to receive the following severance benefits
under the ESP:
• Cash severance payments equal to a multiple of the sum of the participant’s (a) annual base salary and (b) target
MIP award for the year of termination, payable in installments over the applicable severance period. The
applicable multiple for the CEO is two times the above sum. The applicable multiple for the other NEOs is one
and a half times the above sum;
• A pro-rated MIP award payout for the year of termination, based upon actual Company performance through the
end of the performance period;
• Payment of any annual cash incentive bonus (MIP Award) that was otherwise earned for the fiscal year that
ended prior to the termination of the participant’s employment, to the extent not previously paid;
• Subject to the participant’s election of COBRA coverage, payment or reimbursement of the Company’s portion
of medical, dental and vision care premiums for a period equal to (a) 24 months for the CEO, or (b) 18 months
for the other NEOs; and
• Outplacement services with a cost to the Company not in excess of $30,000.
To receive any of the severance benefits described above, a participant must agree to release all claims against the
Company and its affiliates and comply with covenants not to compete with the Company, not to solicit or interfere
with customers of the Company and not to solicit Company employees or contractors, in each case for a period
equal to 24 months following termination, in the case of our CEO, or 18 months following termination in the case
of our other NEOs.
If a participant’s employment is terminated in connection with a change in control of the Company in
circumstances that would entitle the participant to severance benefits under the Change in Control Plan described
below, then the participant will receive severance benefits only under the Change in Control Plan, and not under
the ESP.
Change in Control Plan
We also maintain a Change in Control Plan that provides severance benefits to certain designated executives,
including our NEOs, in the event their employment is terminated without cause, or they are terminated for good
reason, in either case within two years of a change in control (which we refer to as a “Qualifying Termination”).
Under the Change in Control Plan:
• a “change in control” means that (i) any person or group (other than any person or group that already owned
more than 50% of the total fair market value of Company stock) acquires more than 50% of the total fair market
value of Company stock; (ii) any one person or group, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons) ownership of stock of Company
that represents 30% or more of the total voting power of Company stock; (iii) a majority of members of the Board
is replaced during any 12-month period (without the approval of the incumbent directors); or (iv) any person or
group acquires ownership of all or substantially all of the assets of Company.
• “cause” means the employee’s (i) willful and continued failure to perform his duties; (ii) chronic alcoholism or
addiction to non-medically prescribed drugs; (iii) theft or embezzlement of Company property; (iv) conviction of,
or plea of nolo contendre to, a felony or misdemeanor involving moral turpitude; or (v) material breach of any
agreement with the Company.
• “good reason” means (i) a material diminishment of the executive’s position; (ii) assignment of duties to the
executive that are materially inconsistent with duties performed prior to the change in control; (iii) a material
breach of any agreement with the executive; (iv) for an executive officer of the Company, no longer being
62
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Executive Compensation Tables
employed by the parent entity; (v) a material reduction in the executive’s base salary and annual bonus; or
(vi) requiring the executive to relocate by more than 50 miles
If an NEO experiences a Qualifying Termination, then he or she is entitled to the following benefits:
• a cash severance payment equal to two times (three times for the CEO) the sum of (i) the NEO’s annual base
salary plus (ii) the NEO’s Target Annual Bonus. The Target Annual Bonus is equal to the greater of (A) the NEO’s
target MIP award for the year of termination, and (B) the average MIP bonus earned by the NEO for the prior two
calendar years;
• a pro-rata portion of the executive’s Target Annual Bonus for the year in which the Qualifying Termination
occurs;
• health continuation benefits for 18 months; and
• outplacement counseling services up to a cost of $25,000.
To receive any of the severance benefits described above, a participant must agree to release all claims against the
Company and its affiliates and comply with covenants not to compete with the Company and not to solicit
customers or employees, in each case for a period equal to 24 months following termination.
Change in Control Benefits Under our LTI Plan
In addition to the above-described benefits under our Change in Control Plan, the NEOs may also receive
accelerated vesting under our LTI Plan if outstanding LTI awards are not assumed in the change in control
transaction. Specifically, if not assumed in the transaction, (i) all PSUs shall be deemed earned at target if less than
half the performance period has been completed or based on actual performance if more than half the
performance period has been completed (or at target if performance is not determinable); (ii) all outstanding RSUs
shall vest in full; and (iii) all outstanding stock options shall vest in full and be immediately exercisable for a period
of 15 days prior to the scheduled consummation of the corporate transaction. In lieu of the foregoing, the
Compensation Committee may, in its direction, cash out all outstanding awards.
For the sake of clarity, no accelerated vesting will occur if the successor agrees to assume or continue the
outstanding awards, or to substitute each outstanding award for a similar award relating to the stock of the
successor entity, or a parent or subsidiary of the successor entity, with appropriate adjustments to the number of
shares of stock that would be delivered and the exercise price, grant price or purchase price relating to any such
award. However, if an NEO is thereafter terminated within 12 months of the change in control event, any assumed
award will vest immediately upon the NEO’s termination.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
63
Executive Compensation Tables
Potential Payments on Termination or Change in Control – Payment and
Benefit Estimates
The table below shows the estimated payments that would have been made to the NEOs pursuant to the policies
and agreements described above assuming the applicable triggering event occurred on December 31, 2023 and
using the share price of $25.62 for our Common Stock as of December 29, 2023, which was the closing price on
the NYSE on the last trading day of 2023. The tables below assume that the NEO executes of a release and fully
complies with any restrictive covenants and other requirements to receive benefits under the Company’s plans
and policies described above.
NAME
Brent L. Yeagy
Termination Without Cause
Termination Following a Change
CASH
SEVERANCE
(1)
PRO-RATA
MIP BONUS
(2)
ACCELERATED
VESTING OF
PSUs
(3)(4)
ACCELERATED
VESTING OF
RSUs
(3)(5)
ACCELERATED
VESTING OF
STOCK
OPTIONS
(3)(6)
WELFARE
BENEFITS
CONTINUATION
(7)
TOTAL
($)
$4,410,000 $1,783,320
—
—
in Control
$6,615,000 $1,155,000 $11,464,225 $7,065,689
Change in Control Only (3)
Retirement
Termination due to Death or
Disability
Michael N. Pettit
—
—
—
— $11,464,225 $7,065,689
— $ 8,105,263 $5,226,711
— $11,464,225 $7,065,689
Termination Without Cause
$1,417,500 $ 625,320
—
—
Termination Following a Change
in Control
$1,890,000 $ 405,000 $ 2,809,817 $1,727,403
Change in Control Only (3)
Retirement
Termination due to Death or
Disability
Dustin T. Smith
—
—
—
— $ 2,809,817 $1,727,403
— $ 2,001,121 $1,290,095
— $ 2,809,817 $1,727,403
Termination Without Cause
$1,378,125 $ 607,950
—
—
Termination Following a Change
in Control
$1,837,500 $ 393,750 $ 2,517,983 $1,547,858
Change in Control Only
Retirement
Termination due to Death or
Disability
Kevin J. Page
—
—
—
— $ 2,517,983 $1,547,858
— $ 1,718,613 $1,121,746
— $ 2,517,983 $1,547,858
Termination Without Cause
$1,336,500 $ 611,424
—
—
Termination Following a Change
in Control
$1,782,000 $ 396,000 $ 2,010,879 $1,237,318
Change in Control Only
Retirement
Termination due to Death or
Disability
—
—
—
— $ 2,010,879 $1,237,318
— $ 1,385,008 $ 900,927
— $ 2,010,879 $1,237,318
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$61,090
$ 6,254,410
$48,317
$26,348,231
— $18,529,914
— $13,331,974
— $18,529,914
$53,317
$ 2,096,137
$48,317
$ 6,880,537
— $ 4,537,220
— $ 3,291,216
— $ 4,537,220
$53,317
$ 2,039,392
$48,317
$ 6,345,408
— $ 4,065,841
— $ 2,840,359
— $ 4,065,841
$43,680
$ 1,991,604
$38,680
$ 5,464,877
— $ 3,248,197
— $ 2,285,935
— $ 3,248,197
64
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Executive Compensation Tables
NAME
M. Kristin Glazner
CASH
SEVERANCE
(1)
PRO-RATA
MIP BONUS
(2)
ACCELERATED
VESTING OF
PSUs
(3)(4)
ACCELERATED
VESTING OF
RSUs
(3)(5)
ACCELERATED
VESTING OF
STOCK
OPTIONS
(3)(6)
WELFARE
BENEFITS
CONTINUATION
(7)
TOTAL
($)
Termination Without Cause
$1,246,875 $ 550,050
—
—
Termination Following a Change
in Control
$1,662,500 $ 356,250 $ 1,915,212 $1,436,129
Change in Control Only
Retirement
Termination due to Death or
Disability
—
—
—
— $ 1,915,212 $1,436,129
— $ 1,289,341 $1,099,739
— $ 1,915,212 $1,436,129
—
—
—
—
—
$44,974
$ 1,841,899
$39,974
$ 5,410,065
— $ 3,351,341
— $ 2,389,080
— $ 3,351,341
(1)
(2)
(3)
For each of the NEOs, cash severance amounts are determined under the ESP for terminations without cause and under the Change in Control
plan for a Qualifying Termination following a Change in Control.
If an NEO were terminated as of December 31, 2023 under circumstances entitling them to severance under the ESP or the Change in Control
Plan, then they would be entitled to their full MIP actual bonus for 2023 or their Target Annual Bonus (as defined above), respectively.
The amounts shown for a Change in Control Only assumes purchaser did not assume outstanding equity awards. If purchaser did assume
outstanding awards, no accelerated vesting would occur.
(4) Amounts reflected in this column for “Termination Following a Change in Control,” “Change in Control Only” and “Termination due to Death or
Disability” include (i) the value of the earned PSUs granted in 2020 for which the performance period ended on December 31, 2023, (ii) the
value of the unearned performance share units granted in 2021 based on the performance trend as of December 31, 2023, and (iii) the value
of the unearned PSUs granted in 2023, assuming target performance. Amounts reflected in this column for “Retirement” include the
performance share units described in (i) and a pro-rata portion of the performance share units described in (ii) and (iii).
(5) Amounts reflected in this column for “Termination Following a Change in Control,” Change in Control Only” and “Termination due to Death or
Disability” include all outstanding restricted stock units, and amounts reflected for “Retirement” included all RSUs granted prior to January 1,
2023.
(6) All outstanding stock options were vested as of December 31, 2023, so no amount would be accelerated upon a Change in Control or
termination of employment.
(7)
Includes the value of outplacement counseling services and reimbursement for welfare benefits continuation.
Pay Ratio Disclosure
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio
of the annual total compensation of our principal executive officer, our CEO, Mr. Yeagy, to our median employee’s
annual total compensation.
For 2023, we determined that there had been no material change in our employee population or employee
compensation arrangements as compared to 2021 and 2022 that would result in a significant change to our pay
ratio disclosure, meaning that, pursuant to Item 402(u) of Regulation S-K, we would be permitted to use the same
median employee as in 2021 and 2022. Due to a change in the individual circumstances of the median employee
selected in 2021, for 2022 we substituted a median employee whose pay was substantially similar to the median
employee selected for 2021. We used that same median employee that we identified in 2022 as our 2023 median
employee.
We identified our median employee for 2021 using a multi-step process, as detailed below:
• We determined, as of November 1, 2021, our gross employee population of individuals working at our parent
company and consolidated subsidiaries, which was 6,524 employees. This population consisted of our full-time,
part-time, and temporary employees. We do not have any seasonal employees.
• As permitted under the SEC’s 5% de minimis rule, we adjusted the employee population to exclude 312 non-U.S.
employees (approximately 4.78% of the employee population) who worked in Mexico at that time.
• Based on the exclusion of the employees who work in Mexico, our adjusted employee population consisted of
6,212 U.S. employees.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
65
Executive Compensation Tables
• We then identified our median employee from our adjusted employee population (excluding our CEO) based on
total 2021 W-2 earnings. We used W-2 compensation as our consistently applied compensation measure for
2021 (rather than base compensation that we have used for determining our median employee in past
disclosures) because W-2 data is more readily available in our current payroll system.
To calculate our ratio for 2023, we calculated the annual total compensation of the median employee and our CEO
using the methodology required for disclosure of annual total compensation in the Summary Compensation Table,
except that, as permitted by the SEC’s rules, we included the value of compensation provided to the median
employee and to our CEO under our nondiscriminatory group health and life insurance programs that are available
generally to all salaried employees. The aggregate value of the nondiscriminatory benefits included in the annual
total compensation amounts reported below was $17,033 for our CEO and $63.36 for the median employee. The
difference between our CEO’s annual total compensation as reported below for purposes of the CEO pay ratio
disclosure and his annual total compensation as reported in the Summary Compensation Table is attributable to
the inclusion of those nondiscriminatory benefits solely for purposes of determining the CEO pay ratio.
The CEO pay ratio reported below was determined using reasonable estimates as permitted by the SEC’s rules.
This ratio should not be used as a comparison with pay ratios disclosed by other companies, as there may be
material differences in the methodologies used by other companies to estimate their CEO pay ratios, as well as
differences in worker populations, geographic locations, business strategies and compensation practices.
Annual Total Compensation of the CEO
Annual Total Compensation of the Median Employee
Ratio of CEO Annual Total Compensation to Median Employee Annual Total
Compensation
$7,627,806
$
46,627
164:1
66
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Executive Compensation Tables
Pay Versus Performance Disclosure
In August 2022, the SEC adopted rules relating to Section 14(i) of the Securities Exchange Act of 1934, including
Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires us to disclose
information that compares our named executive officer (“NEO”) compensation actually paid to certain financial
performance measures. The table below sets forth our pay versus performance disclosure, in accordance with SEC
Item 402(v) of Regulation S-K.
Value of Initial Fixed
$100 Investment
Based On:
Summary
Compensation
Table Total for
PEO ($) (b)
Compensation
Actually Paid
to PEO ($) (c)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($) (d)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($) (e)
WNC
TSR ($)
(f)
Dow Jones
Transportation
Index TSR ($)
(g)
Net Income
(loss)
attributable
to common
stockholders
($ in
thousands)
(h)
Operating
income
(loss) ($ in
thousands)
(i)
7,613,202
10,805,272
2,136,064
2,761,160
182.57
144.43
231,855
311,900
6,376,651
11,520,453
1,800,933
2,836,840
164.25
122.97
112,258
166,642
4,605,980
4,901,091
1,142,820
1,203,318
138.99
149.86
1,164
33,542
4,404,651
5,805,674
1,186,603
(801,039) 120.30
119.65
(97,412)
(85,608)
Year (a)
2023
2022
2021
2020
(a)
(b)
This statement includes four years (2020, 2021, 2022 and 2023) rather than five because this is a transition year for a new regulation.
The principal executive officer (“PEO”) is Brent L. Yeagy for all years shown.
(c) Compensation actually paid (CAP) for 2023 to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as
set forth in the table below.
PEO
SCT Total Compensation ($)
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
Brent L. Yeagy
7,613,202
(4,657,736)
4,332,887
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
1,889,251
Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered
Year ($)
1,637,668
Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($)
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension
Plans ($)
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)
—
—
—
Compensation Actually Paid ($)
10,805,272
(d)
The following are included in the average figures shown:
2021, 2022 and 2023: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner
2020: Michael N. Pettit, Dustin T. Smith, Kevin J. Page, M. Kristin Glazner, Jeffery L. Taylor, Melanie D. Margolin
WABASH NATIONAL CORPORATION
2024 Proxy Statement
67
Executive Compensation Tables
(e) Compensation actually paid (CAP) to our non-PEO NEOs for 2023 reflects the respective amounts set forth in column (d) of the table above,
adjusted as set forth in the table below.
Non-PEO NEOs
SCT Total Compensation ($)
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
Change in Fair Value of Stock and Option Awards from Prior years that Vested in the
Covered Year ($)
Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($)
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension
Plans ($)
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)
Compensation Actually Paid ($)
See column (d)
note above
2,136,064
(988,466)
902,786
391,144
319,633
—
—
—
2,761,160
(f)
Represents the total shareholder return (TSR) of Wabash for the measurement periods ending December 31 of each of 2021, 2022 and 2023,
respectively.
(g) Represents the TSR of the Dow Jones Transportation Index for the measurement periods ending on December 31 of each of 2021, 2022 and
2023, respectively.
(h)
Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each
of the years ended December 31, 2021, 2022 and 2023.
(i)
Company-selected Measure is Operating Income.
68
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Executive Compensation Tables
Relationship between Pay and Performance
Below are graphs showing the relationship of “compensation actually paid” to our PEO and non-PEO NEOs in 2020,
2021, 2022 and 2023 to (1) TSR of both Wabash and the Dow Jones Transportation Index, (2) Wabash’s net income
and (3) Wabash’s income (loss) from operations.
“Compensation actually paid,” as defined by the SEC’s rules, fluctuates according to, among other things, the
changing values of equity awards during the years shown in the table above based on stock price changes over
time and projected and actual performance results. “Compensation actually paid” does not reflect the value
ultimately realized by our NEOs, and we do not assess or design our NEOs’ compensation with direct reference to
the relationship of “compensation actually paid” to the performance measures depicted below. For a discussion of
how we design our executive compensation programs to incentivize strong performance and achievement of our
business objectives, please see the Compensation Discussion and Analysis section in this proxy statement.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
69
Executive Compensation Tables
Most Important Measures to Link Compensation Actually Paid to Company
Performance for 2023
The four performance measures listed below represent the most important metrics we used to link CAP to
Company performance for 2023 as further described in our Compensation Discussion and Analysis.
Most Important Performance Measures
1. Operating Income
2. Relative Total Shareholder Return
3. Average Return on Invested Capital
4. Net Working Capital as a Percentage of Sales
70
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Equity Compensation Plan Information
The following table summarizes information regarding our equity compensation plan as of December 31, 2023:
PLAN CATEGORY
Equity Compensation Plans
Approved by Security Holders
Equity Compensation Plans Not
Approved by Security Holders
Total
NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS
(1)
WEIGHTED AVERAGE
EXERCISE PRICE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS
(2)
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
UNDER EQUITY
COMPENSATION PLANS
(3)
1,325,047
—
1,325,047
$14.06
—
$14.06
1,843,555
—
1,843,555
(1) Consists of shares of Common Stock to be issued upon the exercise of outstanding options, and the settlement of unvested RSUs and PSUs
(assuming target payout for any PSUs that were outstanding as of December 31, 2023), granted under the Wabash National Corporation 2011
Omnibus Incentive Plan (the “2011 Plan”), and the Wabash National Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”).
(2) Consists of the weighted average exercise price of outstanding options. Because participants do not need to pay us anything to receive
shares upon the vesting of RSUs and PSUs, the weighted average exercise price does not take these awards into account.
(3) Consists of shares of Common Stock available for future issuance pursuant to the 2017 Plan.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
71
Proposal 2 – Advisory Vote on the Compensation of Our
Named Executive Officers
At our 2023 Annual Meeting, we held a non-binding, advisory stockholder vote on the frequency of future advisory
stockholder votes on the compensation of our NEOs. Our stockholders expressed a preference that advisory
stockholder votes on the compensation of our NEOs be held on an annual basis. The Company will ask its
stockholders to consider an advisory vote on the compensation of our NEOs every year until the next vote of our
stockholders on the frequency of such advisory votes at our 2029 annual meeting of stockholders pursuant to
applicable SEC rules, at which time we will consider the outcome of the vote and decide how frequently to hold
such future advisory votes. Accordingly, as required by Section 14A of the Exchange Act, we are asking
stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of the NEOs of our
Company. The vote is not intended to address any specific item of compensation, but rather the overall
compensation of our named executive officers and the philosophy, policies and practices described in this Proxy
Statement. We urge you to read the “Compensation Discussion and Analysis” and “Executive Compensation
Tables” sections of this Proxy Statement, which begin on page 39 and 55, respectively, as such sections provide
details on the Company’s compensation programs and policies for our executive officers, including the 2023
compensation of our NEOs.
This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their
views on our executive officers’ compensation. This say-on-pay vote is an advisory vote that is not binding on us.
The approval or disapproval by stockholders will not require the Board or the Compensation Committee to take any
action regarding the Company’s executive compensation practices. The final decisions on the compensation and
benefits of our NEOs and on whether, and if so, how, to address stockholder disapproval remain with the Board and
the Compensation Committee.
The Board believes that the Compensation Committee is in the best position to consider the extensive information
and factors necessary to make independent, objective, and competitive compensation recommendations and
decisions that are in the best interests of Wabash and its stockholders.
However, the Board and our Compensation Committee value the opinions expressed by stockholders in their vote
on this proposal, and will carefully consider the outcome of the vote when making future compensation decisions
with respect to our executive officers. In that regard, the Board and our Compensation Committee carefully
considered the results of last year’s say-on-pay vote, in which over 97% of voting stockholders voted in favor of our
say-on-pay proposal, and took such results into account by continuing to emphasize the core principles of our
compensation philosophy and best practices of our compensation programs.
The Board urges you to carefully review the CD&A section of this Proxy Statement, together with the executive
compensation tables, and to approve the following resolution:
“RESOLVED, that the stockholders hereby approve on an advisory basis the compensation paid to the Wabash
National Corporation named executive officers, as disclosed in the Wabash National Corporation Proxy Statement
pursuant to the rules of the Securities and Exchange Commission (including the Compensation Discussion and
Analysis, compensation tables and narrative discussion).”
72
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers
Board Recommendation
The Board of Directors UNANIMOUSLY
recommends that you vote “FOR” the
approval of compensation of our named
executive officers, as disclosed in this
Proxy Statement.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
73
Proposal 3 – Ratification of Appointment of Independent
Registered Public Accounting Firm
Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has appointed the accounting firm Ernst & Young LLP as the
independent registered public accounting firm for the Company for the year ending December 31, 2024. Ernst &
Young acted as our independent auditors for the year ended December 31, 2023. Representatives of Ernst &
Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they
desire and are expected to be available to respond to appropriate questions. The Audit Committee is responsible
for hiring, compensating and overseeing the independent registered public accounting firm, and reserves the right
to exercise that responsibility at any time. If the appointment of Ernst & Young is not ratified by the stockholders,
the Audit Committee is not obligated to appoint another registered public accounting firm, but the Audit
Committee will give consideration to such unfavorable vote.
Board Recommendation
The Board of Directors UNANIMOUSLY
recommends that you vote “FOR”
ratification of the appointment of Ernst &
Young LLP as the Company’s
independent registered public
accounting firm for the year ending
December 31, 2024.
Principal Accounting Fees and Services
The fees billed by Ernst & Young for professional services provided to us for the years ended December 31, 2023
and December 31, 2022 were as follows:
FEE CATEGORY
Audit Fees (1)
Audit-Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total Fees
2023
2022
($ IN THOUSANDS)
$1,487
$
$
$
15
—
—
$1,408
$
72
—
—
$1,502
$1,480
(1)
(2)
Fees for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly
reports, and services in connection with securities offerings, registration statements and statutory filings.
Fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated
financial statements and are not reported under “Audit Fees.”
(3)
Fees billed for professional services related to tax compliance, tax advice and tax planning.
(4)
Fees for services that are not included in the service categories reported above, primarily transaction related services.
In 2023 and 2022, all Ernst & Young fees were pre-approved by the Audit Committee pursuant to the pre-approval
policy described below. After consideration, the Audit Committee has concluded that the provision of non-audit
services by Ernst & Young to Wabash is compatible with maintaining the independence of Ernst & Young.
74
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
Pre-Approval Policy for Audit and Non-Audit Fees
The Audit Committee has sole authority and responsibility to select, evaluate and, if necessary, replace the
independent auditor. The Audit Committee has sole authority to approve all audit engagement fees and terms, and
the Committee, or a member of the Committee, must pre-approve any non-audit service provided to the Company
by the Company’s independent auditor. The Audit Committee reviews the status of each engagement at its
regularly scheduled meetings. In 2023 and 2022, the Committee pre-approved all services provided by the
independent auditor. The independent auditor provides an engagement letter which is signed by the Chair of the
Audit Committee, outlining the scope of the audit and related audit fees.
Audit Committee Report
THE FOLLOWING REPORT OF THE AUDIT COMMITTEE DOES NOT CONSTITUTE SOLICITING MATERIAL AND
SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE INTO ANY OTHER FILING BY US UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT WE
SPECIFICALLY INCORPORATE THIS REPORT.
As part of its ongoing activities, the Audit Committee has:
• Reviewed and discussed with management our audited consolidated financial statements for the year ended
December 31, 2023;
• Discussed with Ernst & Young, our independent auditors for 2023, the matters required to be discussed by the
Public Company Accounting Oversight Board and the SEC; and
• Received the written disclosures and the letter from the independent auditors required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent auditors’
communications with the Audit Committee concerning independence, and has discussed with the independent
auditors their independence.
On the basis of these reviews and discussions, the Audit Committee recommended that our audited consolidated
financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023, for
filing with the SEC.
AUDIT COMMITTEE
Scott K. Sorensen, Chair
Therese M. Bassett
Sudhanshu Priyadarshi
Stuart A. Taylor II
WABASH NATIONAL CORPORATION
2024 Proxy Statement
75
Proposal 4 – 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
We are asking you to approve an amendment to the Company’s Certificate of Incorporation, as amended (the
“Certificate of Incorporation”) to provide exculpation from personal liability for certain officers as permitted by
Delaware law (the “Proposed Amendment”).
Background of the Proposed Amendment
The State of Delaware, our state of incorporation, recently enacted legislation that enables Delaware corporations
to limit the liability of certain of their officers in limited circumstances. Specifically, Section 102(b)(7) of the
General Corporation Law of the State of Delaware (“DGCL”) was amended to authorize corporations to adopt a
provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers,
(referred to as “exculpation”), for breach of the fiduciary duty of care. Previously, the DGCL only allowed
exculpation of directors for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL
authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief
executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief
accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other
individuals who have consented by agreement in writing to be identified as officers of the corporation for
purposes of the DGCL.
Section 102(b)(7) of the DGCL, as amended, only permits, and the Proposed Amendment would only permit, the
exculpation of those certain officers described above in connection with direct claims brought by stockholders,
including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims
brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. In
addition, as is currently the case with directors under the Certificate of Incorporation, the Proposed Amendment
would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and
any transaction from which the officer derived an improper personal benefit. Article Tenth of the Certificate of
Incorporation currently provides for the exculpation of directors, but does not include a provision that allows for
the exculpation of officers.
Rationale for the Proposed Amendment
The Board believes that it is important to provide protection from certain liabilities and expenses that may
discourage prospective or current officers from accepting or continuing service with the Company. As with
directors, officers frequently must make decisions in response to time-sensitive opportunities and challenges,
which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability
on the basis of hindsight.
The Board also believes the Proposed Amendment would better position the Company to attract exceptional
officer candidates. In the absence of this exculpatory protection, candidates might be deterred from serving as
officers due to exposure to personal liability in an environment with increasing litigation and the risk that
substantial expense will be incurred in defending lawsuits, regardless of merit. A number of our peers have
adopted, and we expect that others will adopt, exculpation clauses that limit the personal liability of officers in
their respective certificates of incorporation, and failing to adopt the Proposed Amendment could impact our
recruitment and retention of exceptional officer candidates.
76
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Proposal 4 – 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
The Board also took into account the narrow class and type of claims from which such officers would be
exculpated from liability pursuant to DGCL Section 102(b)(7), the limited number of our officers that would be
impacted and the benefits the Board believes would accrue to the Company by providing exculpation in
accordance with DGCL Section 102(b)(7), including the ability to further enable our officers to best exercise their
business judgment in furtherance of stockholder interests.
After weighing these considerations, the Board approved and declared it advisable to adopt, subject to
stockholder approval, the Proposed Amendment to provide for exculpation of certain officers of the Company as
permitted by recent amendments to Delaware law.
Additional Information
If this Proposal 4 is not approved by a majority of the shares of our common stock outstanding and entitled to vote
on the record date, then the Proposed Amendment will not be approved and will not be implemented or become
effective. The vote on the Proposed Amendment is binding. Approval of Proposal 4 will constitute approval of the
amendment to the Certificate of Incorporation, as set forth in Appendix A to this Proxy Statement.
If this Proposal 4 is approved, the Company intends to file the amendment to the Certificate of Incorporation with
the Secretary of State of the State of Delaware, and the Proposed Amendment will become effective at the time of
that filing. The Board may, at any time prior to the effectiveness of the Proposed Amendment, abandon the
Proposed Amendment without further action by the stockholders or the Board (even if the requisite stockholder
vote is obtained).
Board Recommendation
The Board of Directors UNANIMOUSLY
recommends that you vote “FOR” the
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.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
77
Beneficial Ownership Information
Beneficial Ownership of Common Stock
The following table sets forth certain information as of March 25, 2024 (unless otherwise specified), with respect to
the beneficial ownership of our Common Stock by each person who is known to own beneficially more than 5% of
the outstanding shares of Common Stock, each person currently serving as a director, each nominee for director,
each NEO (as defined in the Compensation Discussion & Analysis above), and all directors and executive officers as
a group:
NAME AND ADDRESS OF BENEFICIAL OWNER
BlackRock, Inc.
50 Hudson Yards
New York, New York 10001
The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, Texas 78746
Therese M. Bassett
John G. Boss
Trent J. Broberg
M. Kristin Glazner
Larry J. Magee
Ann D. Murtlow
Kevin J. Page
Michael N. Pettit
Sudhanshu Priyadarshi
Dustin T. Smith
Scott K. Sorensen
Stuart A. Taylor II
Brent L. Yeagy
All of our directors and executive officers as a group (13 persons)
*
Less than one percent
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED (1)
PERCENT OF CLASS
(ROUNDED)
8,021,031 (2)
17.4%
6,629,912 (3)
14.39%
2,838,806 (4)
6.2%
39,749 (5)
98,708 (6)
9,918 (7)
58,351 (8)
96,149 (9)
77,372 (10)
44,100 (11)
52,463 (12)
6,386 (13)
27,778 (14)
103,666 (15)
41,568 (16)
145,813 (17)
802,021 (18)
*
*
*
*
*
*
*
*
*
*
*
*
*
1.78%
(1)
(2)
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to
securities. Shares of Common Stock subject to restricted stock units and/or performance stock units are not deemed outstanding by the
Company for purposes of reporting on Common Stock outstanding. As such, only those units that will vest within 60 days of March 25, 2024 are
deemed outstanding for purposes of computing the percentage ownership of the person holding such units. Shares of Common Stock subject to
options currently exercisable or exercisable within 60 days of March 25, 2024 are deemed outstanding for purposes of computing the percentage
ownership of the person holding such options, but are not deemed outstanding for purposes of computing the percentage ownership of any other
person. Except where indicated otherwise, and subject to community property laws where applicable, the persons named in the table above have
sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.
Based solely on the Schedule 13G/A filed January 19, 2024 by BlackRock, Inc. on its own behalf and on behalf of its subsidiaries BlackRock
Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National
Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG,
BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited,
BlackRock Investment Management (Australia) Limited and Blackrock Fund Managers Ltd (collectively, the “BlackRock Subsidiaries”). BlackRock,
Inc. has sole voting power with respect to 7,943,517 shares and sole dispositive power over 8,021,031 shares. BlackRock, Inc. does not have
shared voting power or shared dipositive power with respect to any shares. None of the BlackRock Subsidiaries claim beneficial ownership of 5%
or greater of the outstanding shares of Common Stock except for BlackRock Fund Advisors.
78
2024 Proxy Statement
WABASH NATIONAL CORPORATION
Beneficial Ownership Information
(3)
(4)
Based solely on the Schedule 13G/A filed February 13, 2024 by The Vanguard Group. The Vanguard Group does not have sole voting power with
respect to any shares. The Vanguard Group has shared voting power with respect to 91,829 shares, sole dispositive power with respect to
6,495,074 shares, and shared dispositive power with respect to 134,838 shares. None of the Vanguard Group’s subsidiaries claim beneficial
ownership of 5% or greater of the outstanding shares of Common Stock.
Based solely on the Schedule 13G/A filed February 9, 2024 by Dimensional Fund Advisors LP and its subsidiaries. Dimensional Fund Advisors LP
has sole voting power with respect to 2,782,668 shares and sole dispositive power with respect to 2,838,806 shares. Dimensional Fund Advisors
LP does not have shared voting power or shared dipositive power with respect to any shares. None of Dimensional Fund Advisors LP’s subsidiaries
claim beneficial ownership of 5% or greater of the outstanding shares of Common Stock.
(5)
Includes 5,375 unvested restricted stock units held by Ms. Bassett that will vest within 60 days of March 25, 2024.
(6)
Includes 5,375 unvested restricted stock units held by Mr. Boss that will vest within 60 days of March 25, 2024.
(7)
Includes 5,375 unvested restricted stock units held by Mr. Broberg that will vest within 60 days of March 25, 2024.
(8)
Excludes 48,495 unvested restricted stock units held by Ms. Glazner that will vest more than 60 days after March 25, 2024.
(9)
Includes 5,375 unvested restricted stock units held by Mr. Magee that will vest within 60 days of March 25, 2024.
(10) Through a family estate planning structure, Ms. Murtlow shares voting and investment power on all shares with her spouse (other than with respect
to any deferred shares). Includes 5,375 unvested restricted stock units held by Ms. Murtlow that will vest within 60 days of March 25, 2024.
(11) Excludes 48,495 unvested restricted stock units held by Mr. Page that will vest more than 60 days after March 25, 2024.
(12)
Includes options held by Mr. Pettit to purchase 1,500 shares that are currently, or will be within 60 days of March 25, 2024, exercisable. Excludes
66,255 unvested restricted stock units held by Mr. Pettit that will vest more than 60 days after March 25, 2024.
(13)
Includes 5,375 unvested restricted stock units held by Mr. Priyadarshi that will vest within 60 days of March 25, 2024.
(14) Excludes 65,818 unvested restricted stock units held by Mr. Smith that will vest more than 60 days after March 25, 2024.
(15) Through a family estate planning structure, Mr. Sorensen shares voting and investment power on all reported shares with his spouse (other than
with respect to any deferred shares). Includes 5,375 unvested restricted stock units held by Mr. Sorensen that will vest within 60 days of March 25,
2024.
(16)
Includes 5,375 unvested restricted stock units held by Mr. Taylor that will vest within 60 days of March 25, 2024.
(17) Excludes 258,170 unvested restricted stock units held by Mr. Yeagy that will vest more than 60 days after March 25, 2024.
(18)
Includes options held by our executive officers to purchase an aggregate of 1,500 shares that are currently, or will be within 60 days of March 25,
2024, exercisable. The Company’s directors do not hold any options.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers and 10% stockholders to file reports of
ownership of our equity securities. To our knowledge, based solely on our review of the copies of such forms
furnished to us in 2023 and written representations from our executive officers and directors, we believe that all
Section 16(a) filing requirements of our directors and executive officers were timely met other than a late Form 4
was filed for each of Mr. Yeagy and Mr. Page on March 1, 2023 reporting a single withhold to cover transaction that
was inadvertently excluded from the form reporting the vesting of their PSU awards on October 1, 2019 and
October 1, 2020, respectively.
WABASH NATIONAL CORPORATION
2024 Proxy Statement
79
General Information
Availability of Certain Documents
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is posted with this Proxy
Statement. You also may obtain additional copies without charge and without the exhibits by writing to: Wabash
National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905. These
documents also are available through our website at www.onewabash.com.
The charters for our Audit, Compensation, Nominating, Corporate Governance and Sustainability, and Finance
Committees, as well as our Corporate Governance Guidelines and the Codes, are available on the Governance/
Governance Documents page of the Investor Relations section of our website at ir.onewabash.com and are
available in print without charge by writing to: Wabash National Corporation, Attention: Corporate Secretary, 3900
McCarty Lane, Lafayette, Indiana 47905.
Communications with the Board of Directors
Stockholders or other interested persons wishing to make known complaints or concerns about our accounting,
internal accounting controls or auditing matters, or bring other concerns to the Board or the Audit Committee, or
to otherwise communicate with our independent directors as a group or the entire Board, individually or as a
group, may do so by sending an email to board@onewabash.com, or by writing to Wabash National Corporation,
Attention: General Counsel, 3900 McCarty Lane, Lafayette, Indiana 47905. You may report your concerns
anonymously or confidentially.
Stockholder Proposals and Nominations
Stockholder Proposals for Inclusion in 2025 Proxy Statement. To be eligible for inclusion in the proxy statement for
our 2025 Annual Meeting, stockholder proposals must be received by the Company’s Corporate Secretary no later
than the close of business on December 10, 2024. However, if the date of the 2025 Annual Meeting has changed
by more than 30 days from the date of the 2024 Annual Meeting indicated herein, then stockholder proposals must
be received a reasonable time before the Company begins to print and send its proxy materials for the 2025
Annual Meeting. Proposals should be sent to Wabash National Corporation, Attention: Corporate Secretary, 3900
McCarty Lane, Lafayette, Indiana 47905 and follow the procedures required by Rule 14a-8 of the Exchange Act.
Stockholder Director Nominations and other Stockholder Proposals for Presentation at the 2025 Annual Meeting.
Under our Bylaws, written notice of stockholder nominations to the Board of Directors and any other business
proposed by a stockholder that is not to be included in our proxy statement must be delivered to the Company’s
Corporate Secretary no later than the close of business of the 90th day prior nor more than the close of business of
the 120th day prior to the first anniversary of the preceding year’s annual meeting. Accordingly, any stockholder
who wishes to have a nomination or other business considered at the 2025 Annual Meeting must deliver a written
notice (containing the information specified in our Bylaws regarding the stockholder, the nominee and the
proposed action, as appropriate) to the Company’s Corporate Secretary between the close of business on
January 22, 2025 and the close of business on February 21, 2025. However, if the date of the 2025 Annual Meeting
is more than 30 days before or after the first anniversary of the 2024 Annual Meeting, any stockholder who wishes
to have a nomination or other business considered at the 2025 Annual Meeting must deliver written notice
(containing the information specified in our Bylaws regarding the stockholder, the nominee and the proposed
action, as appropriate) to the Company’s Corporate Secretary not earlier than the close of business on the 120th
day prior to such Annual Meeting and not later than the close of business of the 90th day prior to such Annual
Meeting or the tenth day following the public announcement of such Annual Meeting. SEC rules permit
management to vote proxies in its discretion with respect to such matters if we advise stockholders how
management intends to vote. A nomination or other proposal will be disregarded if it does not comply with the
80
2024 Proxy Statement
WABASH NATIONAL CORPORATION
General Information
above procedure and any additional requirements set forth in our Bylaws. Please note that these requirements are
separate from the SEC’s requirements to have your proposal included in our proxy materials. In addition, to comply
with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other
than the Company’s nominees must provide notice that sets forth the additional information required by Rule
14a-19 under the Exchange Act of 1934 between the close of business on January 22, 2025 and the close of
business on February 21, 2025.
Householding of Proxy Materials
Stockholders residing in the same household who hold their stock through a bank or broker may receive only one
set of proxy materials in accordance with a notice sent earlier by their bank or broker. This practice of sending only
one copy of proxy materials is called “householding” and this practice saves us money in printing and distribution
costs and reduces the environmental impact of our Annual Meeting. This practice will continue unless instructions
to the contrary are received by your bank or broker from one or more of the stockholders within the household. We
will deliver promptly, upon written or oral request, a separate copy of the proxy materials to a stockholder at a
shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive
separate copies of the proxy materials, now or in the future, should submit a request to the Company by telephone
at (765) 771-5310 or by submitting a written request to Wabash National Corporation c/o Director-Investor
Relations, 3900 McCarty Lane, Lafayette, IN 47905.
If you hold your shares in “street name” and reside in a household that received only one copy of the proxy
materials, you can request to receive a separate copy in the future by following the instructions sent by your bank
or broker. If your household is receiving multiple copies of the proxy materials, you may request that only a single
set of materials be sent by following the instructions sent by your bank or broker.
By Order of the Board of Directors,
M. Kristin Glazner
Senior Vice President, Chief Administrative Officer,
Corporate Secretary
WABASH NATIONAL CORPORATION
2024 Proxy Statement
81
APPENDIX A
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
WABASH NATIONAL CORPORATION
Wabash National Corporation (the “Corporation”), a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s
Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 13, 1991,
as amended by a Certificate of Amendment filed with the Secretary of State of the State of Delaware on
September 19, 1991, a Certificate of Merger filed with the Secretary of State of the State of Delaware on
September 19, 1991, and a Certificate of Amendment filed with the Secretary of State of the State of Delaware
on May 13, 2010 (as so amended, the “Certificate of Incorporation”).
2. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.
3. Article TENTH of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
The Corporation shall indemnify, to the full extent authorized or permitted by law any person made, or
threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason
of the fact that he or she, his or her testator or his or her intestate, is or was a director or officer of the
Corporation or by reason of the fact that such director or officer, at the request of the Corporation, is or was
serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other
than directors and officers may be entitled by law. To the fullest extent permitted by the GCL, a director or
officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director or officer except for liability (i) for any breach of the
director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL,
in the case of directors only, (iv) for any transaction from which the director derived an improper personal
benefit, or (v) for any action by or in the right of the Corporation, in the case of officers only. If the GCL is
amended to authorize corporate action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the
GCL, as amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not
adversely affect any right or protection of a director or officer of the Corporation existing at the time of such
repeal or modification.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this __ day of
__________, 2024.
WABASH NATIONAL CORPORATION
By:
Name:
Title:
WABASH NATIONAL CORPORATION
2024 Proxy Statement A-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2023
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number: 001-10883
WABASH NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
3900 McCarty Lane
Lafayette Indiana
(Address of Principal Executive Offices)
52-1375208
(IRS Employer Identification Number)
47905
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Registrant’s telephone number, including area code: (765) 771-5310
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 Par Value
WNC
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ☒
Non-accelerated filer ☐
Emerging growth company ☐
Accelerated filer ☐
Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.1D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2023 was approximately $1,197,022,220 based upon the closing price of
the Company’s common stock as quoted on the New York Stock Exchange composite tape on such date.
The number of shares outstanding of the registrant’s common stock as of February 15, 2024 was 45,085,791.
Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days
after December 31, 2023.
WABASH NATIONAL CORPORATION
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023
TABLE OF CONTENTS
Page
PART I
Item 1
Item 1A
Item 1B
Item 1C
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
Item 8
Item 9
Item 9A
Item 9B
Item 9C
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Item 16
SIGNATURES
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
2
5
20
30
30
31
32
32
33
34
35
52
53
89
89
91
91
91
91
91
91
91
92
92
94
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (the “Annual Report”) of Wabash National Corporation (together with its subsidiaries,
“Wabash,” “Company,” “us,” “we,” or “our”) contains “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,”
“believe,” “expect,” “plan” or “anticipate” and other similar words. Forward-looking statements convey the Company’s current
expectations or forecasts of future events. Our “forward-looking statements” include, but are not limited to, statements
regarding:
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
demand for our products and the sensitivity of demand to economic conditions;
the highly cyclical nature of our business;
economic weakness and its impact on the markets and customers we serve;
our backlog and indicators of the level of our future revenues;
changes in our customer relationships or in the financial condition of our customers;
reliance on information technology to support our operations and our ability to protect against service interruptions or
security breaches;
inflation;
reliance on a limited number of suppliers of raw materials and components, price increases of raw materials and
components, and our ability to obtain raw materials and components;
our ability to attract and retain key personnel or a sufficient workforce;
our ability to execute on our long-term strategic plan and growth initiatives or to meet our long-term financial goals;
volatility in the supply of vehicle chassis and other vehicle components;
significant competition in the industries in which we operate including offerings by our competitors of new or better
products and services or lower prices;
our competition in the highly competitive specialized vehicle industry;
▪ market acceptance of our technology and products or market share gains of competing products;
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
disruptions of manufacturing operations;
our ability to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or
subleased) trailers;
our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our joint venture arrangement
to create Linq Venture Holdings LLC;
our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our agreement to create
Wabash Parts LLC;
current and future governmental laws and regulations and costs related to compliance with such laws and regulations;
changes to U.S. or foreign tax laws and the effects on our effective tax rate and future profitability;
changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;
the effects of product liability and other legal claims;
climate change and related public focus from regulators and various stakeholders;
impairment in the carrying value of goodwill and other long-lived intangible assets;
our ability to continue a regular quarterly dividend;
our ability to generate sufficient cash to service all of our indebtedness;
our indebtedness, financial condition and fulfillment of obligations thereunder;
increased risks of international operations;
our ability to meet environmental, social, and governance (“ESG”) expectations or standards or to achieve our ESG
goals;
3
▪
▪
▪
▪
provisions of our New Senior Notes which could discourage potential future acquisitions of us by a third party;
the risks related to restrictive covenants in our New Senior Notes indenture and Credit Agreement (each, as defined
below), including limits on financial and operating flexibility;
price and trading volume volatility of our common stock; and
assumptions relating to the foregoing.
Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could
differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results
of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and
uncertainties, such as those disclosed in this Annual Report. Each forward-looking statement contained in this Annual Report
reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to
update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after
the date of this Annual Report or to reflect the occurrence of unanticipated events, except as required by law.
Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described
throughout this Annual Report, including in “Item 1A. Risk Factors.” We urge you to carefully review that section for a more
complete discussion of the risks of an investment in our securities.
4
PART I
ITEM 1—BUSINESS
Overview
Wabash National Corporation, which we refer to herein as “Wabash,” the “Company,” “us,” “we,” or “our,” is Changing How
the World Reaches You®. Wabash was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its
principal executive offices in Lafayette, Indiana, as a dry van trailer manufacturer. Today we are the visionary leader of
connected solutions for the transportation, logistics, and distribution industries.
To that end, we design and manufacture a diverse range of products, including dry freight and refrigerated trailers, platform
trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, transportation, logistics, and
distribution industry parts and services, and specialty food grade processing equipment. We have achieved this diversification
through acquisitions, organic growth, and product innovation.
We believe our position as a leader in our key industries is the result of longstanding relationships with our core customers, our
demonstrated ability to attract new customers, our broad and innovative product lines, our engineering leadership, and our
extensive distribution and service network. More importantly, we believe our leadership position is indicative of the Values and
Leadership Principles that guide our actions.
At Wabash, its our focus on people, purpose, and performance that drives us to do better. Our Purpose is to change how the
world reaches you; our Vision is to be the visionary leader of connected solutions for the transportation, logistics, and
distribution industries; and our Mission is to enable our customers to succeed with breakthrough ideas and solutions that help
them move everything from first to final mile.
Our Values are the qualities that govern our critical leadership behaviors and accelerate our progress.
▪
▪
▪
Be Curious: We will make bold choices and encourage creativity, collaboration and risk-taking to turn breakthrough
ideas into reality.
Have a Growth Mindset: We will be resilient and capable of the change required to succeed in a world that does not
stand still.
Create Remarkable Teams: We will create a workplace culture that allows individuals to be their best in order to retain
and attract talent from diverse industries, geographies and backgrounds.
Our Leadership Principles are the behaviors that provide definition to our actions and bring our values to life.
▪
▪
▪
▪
Embrace Diversity and Inclusion: We solicit and respect the input of others, celebrate our differences and strive for
transparency and inclusiveness.
Seek to Listen: We listen to our customers, partners, and each other to reach the best solutions and make the strongest
decisions.
Always Learn: To model a growth mindset, we continue learning through every stage of our careers. We do not quit
and we are not satisfied with the status quo.
Be Authentic: Employees who thrive at Wabash are honest, have incredible energy and demonstrate grit in everything
they do.
▪ Win Together: We collaborate, seek alignment and excel at cross-group communication to succeed as one team and
One Wabash.
Rebranding
In January 2022, Wabash National Corporation and its portfolio of brands rebranded as Wabash® and began a significant shift
in the Company’s go-to-market brand strategy. This marks a milestone in the Company’s transformation, following two years
of accomplishments in our reorganization, new customer acquisition, and strategic growth as One Wabash. The rebrand is a
reflection of our efforts and how we go-to-market with a powerful brand strategy designed to carry all of our legacy brands into
the future.
5
Wabash aims to be a visionary leader that drives the changing business of transport in ways that move the entire industry
forward. We see a different future reality than our competition in the context of social, technological, and logistics changes, and
we’ve chosen to go down a substantially different path to re-shape the industry and pull that future forward for our customers.
We saw how logistics changes would disrupt the industry and result in customers buying from one source, in one way, from
first to final mile. We saw the need to radically change how products are conceived and designed upfront in engineering with
new technologies to make leap-frog improvements in quality and consistency. We had the foresight
to develop and
commercialize a new composite technology that can deliver breakthrough value to customers. Going forward, we see the need
to expand connectivity from the source all the way to the home to ensure food safety versus myopically focusing on point
solutions.
As of January 2022, we market nearly all products in our Transportation Solutions and Parts & Services segments as Wabash®.
The Company will continue to market DuraPlate®, DuraPlateHD®, DuraPlate AeroSkirt®, and AeroSkirt CX®, as well as the
new EcoNex™ Technology brand for our proprietary molded structural composite.
Wabash Management System
Our Wabash Management System (“WMS”) is a set of principles and standardized business processes for the purpose of
achieving our strategic objectives. These principles are centered around lean thinking and state that lean application must
extend across and throughout our entire enterprise, not only our manufacturing processes. By codifying what makes our
company great, the WMS drives focus on the interconnected processes that are critical for success across our business. WMS is
based on forward planning and continuous capability evaluation as we simultaneously drive execution and breakthrough
performance. WMS requires everyone to be an active contributor to our enterprise-wide lean efforts and enables growth through
innovation and industry leading customer satisfaction and alliances. Our WMS principles underpin an ongoing improvement
cycle that includes Strategic Planning and Deployment, Kaizen, and Daily Management. It is through this set of standards and
thinking that we create a “One Wabash” approach to our employees and customers, add new business capabilities, and enable
profitable growth.
In partnership with Purdue University, during 2022 we developed a curriculum for WMS Facilitator and Coaching. We have
hosted WMS University Champion training sessions and have over 225 graduates of the program while continuing to enhance
internally. Company-wide, we have frequent WMS communication and engagement enhancement sessions, including lunch &
learn trainings. Finally, we have developed a strategic deployment process and planning cycle.
Our One Wabash organizational structure enables long-term growth for the Company with an intense focus on value streams,
streamlined processes, product innovation, and a consistent, superior experience for all customers who seek our solutions in the
transportation, logistics and distribution markets. The value streams leverage the power of our processes to close the cycle of
customer needs and customer fulfillment.
Operating Segments
The One Wabash organizational transformation began during the first quarter of 2020 to better align resources and processes on
serving the customer and to enable long-term growth. In connection with the substantial completion of our One Wabash
strategic initiatives, including organizational and structural changes as well as portfolio rationalization, beginning in September
2021 we realigned our operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”)
manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this
realignment, we established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services
(“P&S”), and eliminated the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile
Products (“FMP”) segments. Additional information related to the composition of each segment, is set forth below.
Transportation Solutions
■ Dry & Refrigerated Van Trailers
■ Platform Trailers
■ Tank Trailers & Truck-Mounted Tanks
■ Truck-Mounted Dry & Refrigerated Truck Bodies
■ EcoNex™ Trailers & Truck Bodies
Parts & Services
■ Aftermarket Parts & Services
■ Truck Body Upfitting Solutions
■ Food, Dairy, and Beverage Equipment
■ DuraPlate® Components & Parts
■ Wabash Parts LLC and Linq Venture Holdings LLC
(See Note 6 in the Notes to Consolidated Financial
Statements)
■ Trailers as a Service (TAAS)SM (See Additional
Information Below)
6
Transportation Solutions
The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and
products. This includes dry and refrigerated van trailers, platform trailers, and our wood flooring production facility, all of
which were previously reported in the CTP segment. The Company’s EcoNex™ Technology products that were historically
included in both the CTP and FMP segments are reported in the TS segment. In addition, the TS segment includes tank trailers
and truck-mounted tanks that were historically reported in the DPG segment. Finally, truck-mounted dry and refrigerated bodies
and service and stake bodies that were previously reported in the FMP segment are also in the TS segment. Refer to the
“Products” section below for additional information and details related to the TS segment’s product offerings.
Parts & Services
The P&S segment is comprised of each of our historical segments’ parts & services businesses as well as the upfitting
component of our truck bodies business. In addition, our Composites products, which are focused on the use of DuraPlate®
composite panels beyond the semi-trailer market, are also part of the P&S segment. This segment also includes Wabash Parts
LLC and Linq Venture Holdings LLC entities created in the second quarter of 2022 and the fourth quarter of 2023, respectively,
as further described in Note 6 in the Notes to Consolidated Financial Statements. Additionally, the P&S segment includes our
Trailers as a Service (TAAS)SM initiative, which combines our market-leading trailer products with emerging capabilities like
parts distribution and a growing maintenance and repair network in order to provide a valuable suite of services to our
customers. Finally, the P&S segment includes the Company’s Engineered Products business, including stainless-steel storage
tanks and silos, mixers, and processors for a variety of end markets. As disclosed throughout this Annual Report on Form 10-K
for the year ended December 31, 2023, growing and expanding our parts and services offerings is a key strategic initiative for
us moving forward. Refer to the “Products” section below for additional information and details related to the P&S segment’s
product offerings.
Strategy
We are the visionary leader of connected solutions with strong customer relationships across the first, middle, and final mile
markets that will support profitable growth and provide adaptability to changes in the transportation, logistics, and distribution
industries. We believe our One Wabash organizational structure and WMS are uniquely designed to achieve breakthrough
customer value. Our TS and P&S segment structure aligns our resources and processes on serving the customer, and our
strategy is centered around our ability to scale core competencies by growing in and around core markets with known
customers.
COLD CHAIN
■ Capture opportunities in markets driven by movement of goods through the temperature-
controlled cold chain
■ Bring differentiated solutions to create customer value by leveraging innovative technology
offerings, including product offerings, such as EcoNex™
LOGISTICS
NETWORK
EFFICIENCY
RECURRENT
REVENUE
■ Pursue opportunities to capitalize on the changing logistics landscape, including the expected
growth in power-only networks
■ Grow within the rapidly expanding home delivery market by augmenting truck body offerings
with refreshed product offerings
■ Technology advancements are accelerating the disruption of traditional logistics models
■ Pursue organic growth opportunities within parts distribution and truck body upfitting to
become a scalable and tech-enabled distribution platform to serve existing and new customers
■ Connecting across the transportation ecosystem to facilitate interactions and leverage our
brand
■ Unify historically disparate parts and services revenue streams to drive alignment and growth
focus
7
Our first to final mile portfolio of products creates simplicity for customers managing through significant industry change. We
believe that if we are successful in focusing on each of these strategic initiatives, we will be well-positioned to advance our
commitment to deliver long-term profitable growth within each of our reportable segments, support margin enhancement
through our One Wabash organization and WMS mindset, and successfully deliver value to our shareholders. In addition,
leveraging our dealer and strategic account relationships will create the scale of a national service network.
During 2023, we partnered with Loadsmith and continued our partnership with FreightVana to support our Trailers as a Service
(“TAAS”)SM initiative. Our TAAS initiative combines our market-leading trailer products with emerging capabilities like parts
distribution and a growing maintenance and repair network in order to provide a valuable suite of services to our customers and
contribute to our growing base of recurring revenue in our Parts & Services operating segment. The amendment to our
Revolving Credit Agreement during the third quarter of 2022, supports our TAAS offering with increased liquidity availability.
By continuing to be the visionary leader in the transportation, logistics, and distribution industries we expect to leverage our
existing assets and capabilities into higher margin products and markets by delivering value-added customer solutions.
Optimizing our product portfolio, operations, and processes to enhance manufacturing efficiency and agility is expected to well-
position the Company to drive margin expansion and reinforce our customer relationships.
Acquisition Strategy
We believe that our overall business and segments have significant opportunities to grow through disciplined strategic
acquisitions. When evaluating acquisition targets, we generally look for opportunities that exhibit the following attributes:
▪
▪
▪
▪
▪
Customer-focused solutions;
Access to new technology and innovation;
Strong management team that is a cultural fit;
Aligned with our core competencies in purchasing, operations, distribution, and product development; and
Growth markets, whether end-markets or geographical, within the transportation, logistics, and distribution industries.
Capital Allocation Strategy
We believe that a balanced and disciplined capital allocation strategy is necessary to support our growth initiatives and create
shareholder value. The objectives and goals of the Company’s capital allocation strategy are summarized below:
Maintain Liquidity:
§ Manage the business for the long-term
§ Continue to be equipped for changes in market conditions and strategic growth opportunities
Debt Management:
§ Maintain healthy leverage ratios
Reinvest for
Growth:
Dividends:
§ Fund capital expenditures and research and development that optimize strategic capacity to support
demand as well as support our productivity initiatives
§ Maintain our regular dividend which has been paid for the last seven consecutive years
Share Repurchases:
§ Offset dilution from stock-based compensation
§ Opportunistically repurchase shares
Industry and Competition
Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $940.8 billion industry
in 2022, representing approximately 81% of the total U.S. transportation industry revenue. From a financial (e.g., value)
industry perspective, this represents an increase of approximately 7.5% from ATA’s 2021 estimate and is consistent with the
prior year as a percentage of the total U.S. transportation industry revenue (81% in both 2022 and 2021). Furthermore, ATA
estimates that approximately 72.6% of all domestic freight tonnage in 2022 was carried by trucks, and 327.5 billion miles were
traveled by registered trucks in 2021. Trailer demand is a direct function of the amount of freight to be transported.
8
Transportation in the U.S., including trucking, is a cyclical industry that has experienced three cycles over the last 20 years. In
each of the last three cycles the decline in freight tonnage preceded the general U.S. economic downturn and the recovery has
generally preceded that of the economy as a whole. The trailer industry generally follows the transportation industry,
experiencing cycles in the early and late 90’s lasting approximately 58 and 67 months, respectively. Truck freight tonnage,
according to ATA statistics, started declining year-over-year in 2006 and remained at depressed levels through 2009, when the
most recent cycle concluded. After three consecutive years with total trailer demand well below normal replacement demand
levels estimated to be approximately 220,000 trailers, the period ending December 31, 2019 demonstrated six consecutive years
of healthy demand in which there were total trailer shipments of approximately 269,000, 308,000, 286,000, 288,000, 323,000,
and 328,000 for the years ending 2014, 2015, 2016, 2017, 2018, and 2019, respectively. Since 2020’s decrease in trailer
production (during the worst part of the COVID-19 pandemic) to approximately 206,000 trailer shipments that year, according
to ATA, trailer production has rebounded in 2022 and 2023 to levels seen in the previous decade.
According to ACT Research Company (“ACT”) and FTR Associates (“FTR”), total U.S. trailer production in 2022 was
approximately 308,000 trailers. ACT and FTR estimate 2023 production to be approximately 311,000 and 322,000 trailers,
respectively. This represents an increase of approximately 1% and 4.4%, respectively from 2022. The current estimates from
ACT and FTR for 2024 for United States trailer production is 254,000 and 240,000, respectively which is 18.2% and 25.5%
below 2023 production estimates. This is indicative of a freight market downcycle that has taken shape since the middle of
2022, when the industry saw freight volumes and average truckload spot rates fall relatively quickly. Although these
challenging conditions are expected to continue into 2024 and may impact future trailer production, it appears the industry is at
a cycle bottom and waiting for freight volumes to recover. Additional discussion and analysis is included under the section
titled "Industry Trends" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" of this Annual Report on Form 10-K.
Trailer manufacturers compete primarily through the quality of their products, customer relationships, innovative technology,
and price. We have observed others in the industry also pursue the development and use of composite sidewalls that compete
directly with our DuraPlate® products. Our product development is focused on maintaining a leading position with respect to
these products and on development of new products and markets, leveraging products across our segments such as EcoNexTM
Technology, as well as our expertise in the engineering and design of customized products.
The tank trailers component of our Transportation Solutions segment and the engineered products component of our Parts &
Services segment, in most cases, participate in markets different from our historical core van and platform trailer product
offerings. The customers and end markets that these components serve are broader and more diverse than the van and platform
trailer industries, including the dairy, food and beverage, pharmaceutical, chemical, craft brewing, biotech, and specialty
vehicle markets. In addition, our diversification efforts pertain to new and emerging markets and many of the products are
driven by regulatory requirements or, in most cases, customer-specific needs.
The truck body component of our Transportation Solutions segment competes in the specialized vehicle industry, whereby there
are only a few national competitors and many smaller, regional companies. Competitive factors include quality of product, lead
times, geographic proximity to customers, and the ability to manufacture a product customized to customer specifications. With
our national presence, diverse product offerings, and One Wabash approach to customer relationships, we believe that we are
well positioned to meet the competitive challenges presented. In addition, a growing part of the truck body product line is
directly aligned with our trailer customers.
Human Capital Resources and Management
As of December 31, 2023, we had approximately 6,700 full-time employees. Throughout 2023, essentially all of our active
employees were non-union. Our temporary employees represented less than 1% of our overall production workforce as of
December 31, 2023.
We believe our commitment to our human capital resources is key to our mission to enable our customers to succeed with
breakthrough ideas and solutions that help them move everything from first to final mile. In addition, our human capital
resources are at the core of our Values and Leadership Principles. The Company’s executives (the “Senior Leadership Team”),
including the President and Chief Executive Officer, are responsible for developing and executing the Company’s human
capital strategy. This includes the attraction, acquisition, development, and engagement of talent to deliver on the Company’s
strategy and the design of employee compensation and benefits programs. The Senior Leadership Team is also responsible for
developing and integrating the Company’s diversity and inclusion roadmap. In addition, regular updates are provided to the
Company’s Board of Directors and its committees on the operation and status of human capital trends and activities. Key areas
of focus for the Company include:
9
•
▪
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.
Talent Development – 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. Additionally, 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.
Finally, 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. In addition,
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.
▪
Focus on Safety – At Wabash, safety is our first priority. We prioritize the safety of our employees, our customers,
and our communities. We demonstrate this core value by working on innovations to protect the people who operate
our equipment. In addition, we partner with other manufacturers in the industry to further promote safety by sharing
best practices and ideas for implementing higher standards.
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. 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. Wabash utilizes 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.
Our safety awards include:
◦
◦
◦
◦
◦
2022 Truck Trailer Manufacturers Association Plant Safety Awards (Fond du Lac, WI, and New Lisbon, WI)
2021 Truck Trailer Manufacturers Association Plant Safety Awards (Little Falls, MN, and San José Iturbide,
Guanajuato, Mexico)
2020 Truck Trailer Manufacturers Association Plant Safety Awards (Fond du Lac, WI, and San José Iturbide,
Guanajuato, Mexico)
2019 Truck Trailer Manufacturers Association Plant Safety Award (New Lisbon, WI)
2018 Truck Trailer Manufacturers Association Plant Safety Award (San José Iturbide, Guanajuato, Mexico)
10
◦
◦
◦
2017 Kentucky Governor’s Safety and Health Award (Cadiz, KY)
2016 Truck Trailer Manufacturers Association Plant Safety Awards (New Lisbon, WI, and San José Iturbide,
Guanajuato, Mexico)
2015 Truck Trailer Manufacturers Association Plant Safety Awards (New Lisbon, WI)
▪ Health and Wellness – 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.
▪
▪
▪
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 around the
globe. 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”).
We need inclusion and diversity to achieve our targeted business results and fulfill our vision of being the visionary
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. In addition, we place special focus on
preventing pay imbalances among genders, including proactive adjustments to pay, titles, and/or benefits to prevent
gender pay gaps.
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.
Compensation and Benefits – Wabash is committed to providing a comprehensive total compensation and benefits
program that is competitive within the local market as well as the industries we serve. Our compensation and benefits
program not only ensures external market competitiveness and internal equity, but it also maintains a strong emphasis
on performance. The tenets of our compensation philosophy are:
◦
◦
◦
◦
Compensation is calibrated to market to facilitate access to and retain needed talent.
Compensation design is transparent
compensation.
to help employees clearly understand all components of
their
Compensation is connected to individual performance and, in some cases, performance of the organization.
Compensation enables purpose by being connected to the Company’s values and leadership principles.
In addition to salaries, these programs can include annual bonuses, stock-based compensation awards, a 401(k) plan
and non-qualified deferred compensation plan with employee matching opportunities, healthcare and insurance
benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible
work schedules, safety shoe and prescription safety glass programs, an employee assistance program, and tuition
assistance, among many others.
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. Involvement in our
communities is unique to our various locations. 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, Wabash 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 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.
11
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 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.
Our annual Corporate Responsibility Report is available on our website (ir.onewabash.com) and references the ongoing
to sustainability and social
environmental, social, and governance (ESG) initiatives that demonstrate our commitment
responsibility. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into
this Annual Report on Form 10-K unless expressly noted.
Competitive Strengths
We believe our core competitive strengths include, but are not limited to:
▪
▪
▪
Long-Term Core Customer Relationships – We are the leading provider of trailers to a significant number of top tier
trucking companies, generating a revenue base that has helped to sustain us as one of the market leaders. Our van
products are preferred by many of the industry’s leading carriers. We are also a leading provider of liquid-
transportation systems and engineered products and we have a strong customer base, consisting of mostly private
fleets, and have earned a leading market position across many of the markets we serve. In addition, we are a leading
manufacturer of truck bodies, and we have a strong customer base of large national fleet leasing companies and large
retailers. Our competitive strength related to long-term core customer relationships is evidenced by our multi-year
order agreement with J.B. Hunt Transport Inc., which we announced in January 2023.
Technology and Innovation – We continue to be recognized by the trucking industry as a leader in developing
technology to provide value-added solutions for our customers that reduce trailer operating costs, improve revenue
opportunities, and solve unique transportation problems. Throughout our history, we have been and we expect to
continue to be a leading innovator in the design and production of trailers and related products. We have
commercialized and launched DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a
conventional 53 foot DuraPlate® trailer by 300 pounds without compromising strength or durability. Our refrigerated
van offerings now include EcoNexTM Technology, which is under our recently introduced AcuthermTM portfolio of
solutions designed for intelligent thermal management. In connection with our Cold Chain strategic initiative, a
refrigerated trailer with EcoNexTM Technology provides up to 28% improvement in thermal performance over
Wabash’s conventional ArcticLite® refrigerated trailer, and is being engineered to be lighter with greater strength and
durability. This translates into lower lifetime operational costs and more conscious use of resources. In August 2022,
we announced a $20 million investment to be made in our manufacturing capacity to scale our EcoNexTM technology
within refrigerated vans, truck bodies, and other transportation and logistics related products. Additionally, The Kroger
Company continues to a be a large Wabash customer since placing an initial order for more than $10 million in 2021
of refrigerated home delivery vehicles with EcoNexTM Technology.
During 2021, we received the 2021 Indiana Manufacturers Association’s Manufacturing Excellence Award for
Innovation for our EcoNexTM Technology. We are leveraging this innovative technology in other facets of our
business, such as the final mile and home delivery space.
Since December 2021 we have partnered with Purdue University to accelerate the Company’s speed to market with
proprietary, innovative products. The partnership connects Wabash to Purdue’s Office of Industry Partnerships,
allowing us to leverage Purdue University’s resources to deliver new and improved sustainability-focused solutions to
the transportation, logistics, and distribution industries.
Significant Brand Recognition – In January 2022, Wabash National Corporation and its portfolio of brands rebranded
as Wabash® and began a significant shift in the Company’s go-to-market brand strategy. This rebranding provides the
foundation to build upon our history of being one of the most widely recognized brands in the industry, recognized for
quality, performance, and innovation leadership. It also positions us to increase the ease of doing business for
customers and solve critical customer needs with innovative solutions across products from the first to final mile. In
addition, we were named to the Forbes list of America’s Most Successful Small-Cap Companies 2024.
12
▪ WMS and Enterprise Lean – By codifying what makes our company great, the Wabash Management System
(“WMS”) drives focus on the interconnected processes that are critical for success across our business. WMS is based
on forward planning and continuous capability evaluation as we simultaneously drive execution and breakthrough
performance. WMS requires everyone to be an active contributor to our enterprise-wide lean efforts and enables
growth through innovation and industry leading customer satisfaction and alliances. Our WMS principles underpin an
ongoing improvement cycle that includes Strategic Planning and Deployment, Kaizen, and Daily Management. It is
through this set of standards and thinking that we create a “One Wabash” approach to our customers, add new business
capabilities, and enable profitable growth.
▪
▪
Safety, quality, delivery, cost, morale, and environment are the core elements of our program of continuous
improvement. 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. In addition, we have achieved ISO 9001 registration of the Quality Management Systems at our Lafayette,
Indiana and Cadiz, Kentucky facilities.
Corporate Culture – As further described above in the “Human Capital Resources and Management” section, we
believe strong human capital acts as a competitive differentiator and our focus is not only on ensuring we have the
right leaders in place to drive our strategic initiatives today, but also to nurture our talent pipeline to develop strong
leaders for our company’s future. To that end, we benefit from an experienced, value-driven management team and
dedicated workforce.
We strive to achieve alignment at every layer and throughout all functional areas of our business and are focused on
ensuring the right systems are in place to facilitate all team members working toward the same shared goals. Critical to
this is the One Wabash mindset that our business is constructed of three interlinked segments that benefit from one
another and are stronger as a result of being part of Wabash.
Extensive Distribution Network – We utilize a network of 23 independent dealers with approximately 70 locations
throughout North America to distribute our van trailers. Our platform trailer distribution network consists of 58
independent dealers with approximately 105 locations throughout North America. Our tank trailers are distributed
through a network of 3 independent dealers with 5 locations throughout North America, along with additional
arrangements to provide supplemental coverage as needed. Additionally, our truck body commercial network consists
of more than 900 partners. Our commercial network primarily serves mid-market and smaller sized carriers and private
fleets in the geographic region where the partner is located and occasionally may sell to large fleets.
Regulation
Truck trailer length, height, width, maximum weight capacity and other specifications are regulated by individual states. The
federal government also regulates certain safety and environmental sustainability features incorporated in the design and use of
truck and tank trailers, as well as truck bodies. These regulations include: requirements to install Electronic Logging Devices,
the use of aerodynamic devices and fuel saving technologies, as well as operator restrictions as to hours of service and
minimum driver safety standards (see “Industry Trends” included within Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K for more details on these
regulations). In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank
design, material type and thickness. Manufacturing operations are subject to environmental laws enforced by federal, state and
local agencies (see “Environmental Matters”).
Products
Since our inception, we have worked to expand our product offerings from a single truck trailer dry van product to a broad
range of connected solutions for the transportation, logistics, and distribution industries to help our customers move everything
from first to final mile. We manage a diverse product portfolio, maintain long-standing customer relationships, and focus on
innovative and breakthrough technologies within two operating segments.
Our current Transportation Solutions segment primarily includes the following products:
•
Van, Platform, and Tank Trailers
◦
Dry Van Trailers. The dry van market represents our largest product line and includes trailers sold under the
DuraPlate® and DuraPlate HD® trademarks. Our DuraPlate® trailers utilize a proprietary technology that
consists of a composite sandwich panel wall for increased durability and greater strength. In addition, we
have introduced DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a conventional
53-foot DuraPlate® trailer by 300 pounds.
13
◦
◦
◦
Platform Trailers. Platform trailers were sold under the Transcraft® and Benson® trademarks until the January
2022 rebranding as Wabash®. Platform trailers consist of a trailer chassis with a flat or “drop” loading deck
without permanent sides or a roof. These trailers are primarily utilized to haul steel coils, construction
materials, and large equipment. In addition to our all steel and combination steel and aluminum platform
trailers, we also offer a premium all-aluminum platform trailer.
AcuthermTM Refrigerated Trailers. Our refrigerated trailers provide thermal efficiency, maximum payload
capacity, and superior damage resistance. Our refrigerated trailers were sold under the ArcticLite® trademark
until the January 2022 rebranding as Wabash® and use our SolarGuard® technology, coupled with our
foaming process, which we believe enables customers to achieve lower costs through reduced operating hours
of refrigeration equipment and therefore reduced fuel consumption. As previously discussed, our AcuthermTM
refrigerated trailer with EcoNexTM Technology provides up to 28% improvement in thermal performance over
Wabash’s conventional ArcticLite® refrigerated trailer construction, prevents water intrusion, slows foam
degradation, and ultimately, extends equipment life. The all-composite floor system of the AcuthermTM
refrigerated trailer with EcoNexTM Technology is being engineered to increase cube capacity and eliminate
corrosion issues of conventional refrigerated trailers.
Tank Trailers. Our tank trailer offerings include several products dedicated to transportation solutions. These
brands included WalkerTM Transport, Brenner® Tank, and Bulk Tank International until the January 2022
rebranding as Wabash®. Our product offerings in this component of the TS segment include stainless steel
and aluminum tank trailers for the dairy, food and beverage, oil, and gas markets, as well as stainless steel and
fiberglass reinforced poly tank trailers for chemical end markets.
▪
Truck Bodies and Related Products
◦ Wabash® Dry Freight Truck Bodies. These truck bodies range from 12 to 30 feet in length with exterior walls
assembled from one of several material options, including our premium DuraPlate® panels and pre-painted
aluminum sheet and post. Additional features include industry-leading durable one-piece front header design,
LED marker lights, sealed wiring harnesses, hardwood flooring, and various door configurations to
accommodate end-user loading and unloading requirements. This product is adaptable for a diverse range of
uses in dry-freight transportation.
◦
◦
◦
◦
Cargo and Cargo XL Bodies. An ideal route truck for a variety of commercial applications, these van bodies
are manufactured on cutaway chassis which allow access from the cab to the cargo area. This newly designed
product line utilizes our DuraPlate® panel wall construction as the foundation for a superior light duty
delivery vehicle for the growing final mile segment of the truck body market we serve.
Insulated AcuthermTM Refrigerated Truck Bodies. These insulated van bodies, in lengths from 12 to 28 feet,
provide versatility and dependability for temperature-controlled applications. Flexible for either hand-load or
pallet-load requirements, they are ideal for multi-stop distribution of both fresh and frozen products. Soon to
be offered in late 2024, AcuthermTM Refrigerated Truck Bodies with EcoNexTM Technology will join the
ranks of our refrigerated products introducing a lighter and more thermally efficient insulated wall, floor, and
roof construction to meet the growing demand for a more sustainable thermal delivery solution for our
customers.
Light-Duty AcuthermTM Refrigerated Bodies with EcoNexTM Technology. Our new light-duty, home delivery
refrigerated truck body with EcoNexTM Technology is being designed to maximize both cargo capacity and
delivery productivity on chassis with gross vehicle weight ratings below 10,000 pounds. The purpose-built
insulated body design facilitates a rack and tote system unique to the food distribution industry while creating
easy access to separate temperature zones for perishable goods.
Platform Truck Bodies. Our platform truck bodies offer various configurations with steel front bulkheads and
removable stake racks on the sides and rear. The platform truck body is utilized for a broad range of
manufacturing and construction industries’ transportation needs.
▪ Other Transportation Solutions Components
◦
Used Trailers. These products include the sale of used trailers through our used fleet sales center to facilitate
additional new trailer sales with a focus on selling both large and small fleet trade packages to the wholesale
market.
◦ Wood Products. We manufacture laminated hardwood oak flooring used primarily in our dry van trailer
products at our manufacturing operations located in Harrison, Arkansas.
14
Our current Parts & Services segment primarily includes the following products:
▪
Upfit, Parts, and Services Offerings
◦
◦
Aftermarket Parts and Services. Aftermarket component products are manufactured to provide continued
support to our customers throughout the life-cycle of the trailer. Utilizing our on-site service centers, we
provide a wide array of quality aftermarket parts and services to our customers. In addition, we provide parts
and maintenance and repair services for tank trailers and other related equipment through our five tank
service centers.
Truck Body Upfitting, Parts, and Services. Through our truck body upfitting locations, we offer solutions to
help customize and ensure our products meet the needs of our customers. Offerings include steel flatbed
bodies, truck body mounting, shelving for package delivery, partitions, roof racks, hitches, thermal solutions,
liftgates, and more. We also offer direct-line access to truck body repair parts (generally for all
manufacturers) and provide other services such as door repair and replacement, collision repair (generally for
all manufacturers), and basic maintenance. We currently have six locations throughout the United States for
truck body parts and services, five of which also offer upfitting services.
•
Linq Venture Holdings, LLC
◦
Linq Venture Holdings LLC. As further described in Note 6 in the Notes to Consolidated Financial
Statements, during the fourth quarter of 2023, the Company continued to unify and expand its parts and
services capabilities and ecosystem by executing an agreement with a partner to create a new legal entity
(Linq Venture Holdings LLC, “Linq”) to develop and scale a digital marketplace in and for the transportation
and logistics distribution industry. Linq is intended to be the digital channel to market Wabash equipment and
parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end-customers as
well as dealers.
▪ Wabash Parts LLC
◦ Wabash Parts LLC. As further described in Note 6 in the Notes to Consolidated Financial Statements, during
the second quarter of 2022, we unified and expanded our parts and distribution capabilities by executing an
agreement with a partner to create a new legal entity (Wabash Parts LLC) to operate a parts and services
distribution platform. The single channel distribution network will, over time, include the entire Wabash
aftermarket portfolio and a wide range of transportation parts with increased inventory and faster shipping. In
addition, the network utilizes Wabash’s extensive network of equipment dealers’ service capabilities, as well
as the infrastructure of industry-leading partners of national wholesale distribution for aftermarket heavy-duty
truck and trailers parts, using multiple distribution centers across the United States.
▪
Process Systems
◦
Process Systems. Product offerings include stainless steel storage tanks and silos, mixers, and processors for
the dairy, food and beverage, pharmaceutical, chemical, craft brewing, and biotech end markets. As further
described in Note 21 of the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K,
during the second quarter of 2021 we sold the Extract Technology® business. Extract Technology®
manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment including
workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets.
▪ Other Parts & Services Product Offerings
◦
◦
◦
Trailers as a Service (TAAS)SM. Our TAAS initiative combines our market-leading trailer products with
emerging capabilities like parts distribution and a growing maintenance and repair network in order to
provide a valuable suite of services to our customers and contribute to our growing base of recurring revenue
in our Parts & Services operating segment.
Composites. Our Composites products focus on the use of DuraPlate® composite panels and EcoNexTM
technology beyond the semi-trailer market. Product offerings include truck bodies, overhead doors, and other
industrial applications. We continue to develop new products and actively explore markets that can benefit
from the proven performance of our proprietary technology. We offer a number of aerodynamic solutions
designed to improve overall trailer aerodynamics and fuel economy, most notably the DuraPlate® AeroSkirt®,
which is EPA Smartway® verified and California Air Resource Board compliant.
Used Trailers. These products include the sale of used trailers that do not occur through our used fleet sales
center.
15
Customers
Our customer base has historically included many of the nation’s largest truckload common carriers, leasing companies, private
fleet carriers, less-than-truckload common carriers, and package carriers. We continue to expand our customer base and achieve
diversification through acquisitions, organic growth, product innovation, and through our extensive distribution and service
network. All of these efforts have been accomplished while maintaining our relationships with our core customers. Our five
largest customers together accounted for approximately 32%, 33%, and 30% of our aggregate net sales in 2023, 2022 and 2021,
respectively. Our largest customer accounted for 12% of our aggregate net sales in 2023. No individual customer accounted for
more than 10% of our aggregate net sales in either 2022 or 2021. International sales accounted for less than 10% of net sales for
each of the last three years.
We have established relationships as a supplier to many large customers in the transportation industry for our dry and
refrigerated van products, platform trailers, and tank trailers, including the following:
▪ Truckload Carriers: Averitt Express, Inc.; Crete Carrier Corporation; J.B. Hunt Transport, Inc.; and Werner Enterprises,
Inc.
▪ Less-Than-Truckload Carriers: Old Dominion Freight Lines, Inc.; R&L Carriers, Inc.; and Saia, Inc.
▪ Leasing Companies: Penske Truck Leasing Company; Ryder System, Inc.
▪ Private Fleets: Kroger; Target Corporation; and Walmart.
▪ Liquid Carriers: Dana Liquid Transport Corporation; Oakley Transport, Inc.; Quality Carriers, Inc.; and Sprint
Transport, LLC.
Through our engineered products component of the Parts & Services segment we also sell our products to other customers
including, but not limited to, GlaxoSmithKline Services Unlimited and W.M. Sprinkman.
In addition, we sell our truck bodies to fleet leasing customers and direct customers including, but not limited to: Budget Truck
Rental, LLC; Enterprise Holdings, Inc.; Penske Truck Leasing Company; and Ryder System, Inc. Notable end users of our
truck body products include, but are not limited to: Krispy Kreme, Inc.; Southern Glazer’s Wine and Spirits of America; and
Costco Wholesale Corporation.
Marketing and Distribution
We market and distribute our products through the following channels:
▪
▪
Factory direct accounts; and
Independent dealerships.
Factory direct accounts are generally large fleets that are high volume purchasers. Historically, we have focused on the factory
direct market in which customers are highly knowledgeable of the life-cycle costs of equipment and, therefore, are best
equipped to appreciate the innovative design and value-added features of our products, as well as the value proposition for
lower total cost of ownership over the life-cycle of our products.
We also sell our van, platform, and tank trailers through a network of independent dealers. Additionally, our truck body
products are sold through commercial dealers. Our dealers primarily serve mid-market and smaller sized carriers and private
fleets in the geographic region where the dealer is located and occasionally may sell to large fleets. The dealers may also
perform service and warranty work for our customers.
Raw Materials
We utilize a variety of raw materials and components including, but not limited to, specialty steel coil, stainless steel, plastic,
aluminum, lumber, tires, landing gear, axles and suspensions, which we purchase from a limited number of suppliers. While we
manage some of our commodity price changes by entering into fixed price contracts with our suppliers and through financial
derivatives, raw material costs as a percentage of net sales for 2023 increased slightly compared to 2022. Significant price
fluctuations or shortages in raw materials or finished components have had, and could have in the future, adverse effects on our
results of operations. In 2024 and for the foreseeable future, we expect that the raw materials used in the greatest quantity will
be steel, aluminum, plastic, and wood. We will continue to endeavor to pass along raw material and component cost increases.
Price increases used to offset inflation or disruption of supply in core materials have generally been successful, although
sometimes are delayed. Increases in prices for these purposes represent a risk in execution. In an effort to minimize the effect of
price fluctuations, we hedge certain commodities that have the potential to significantly impact our results of operations.
16
Backlog
Orders that have been confirmed by customers in writing and have defined delivery timeframes are included in our backlog.
Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications, terms, or cancellation. The
following table presents backlog information as of December 31, 2023 and December 31, 2022 (in millions):
12-month backlog
Total backlog
December 31,
2023
2022
$
$
1,589
1,895
$
$
2,787
3,396
Change
(43)%
(44)%
The decrease in rolling 12-month backlog and total backlog from December 31, 2022 is primarily related to the current order
season materializing similarly to the calendarization of many years prior to COVID-19, particularly for our dry van products.
Our observation thus far during the current season for dry vans generally align with industry forecasters in that demand seems
poised for a modest pullback.
In addition, we continue to believe that our long-term relationship agreements with certain strategic customers (including J.B.
Hunt Transport Inc., which we announced in January, 2023) will provide a good base of backlog for years to come. Refer to the
“Outlook” section below for additional details related to industry and market conditions.
Patents and Intellectual Property
We hold or have applied for 153 patents in the U.S. on various components and techniques utilized in our manufacture of
transportation equipment and engineered products. In addition, we hold or have applied for 153 patents or registered designs in
foreign countries. Our patents include intellectual property related to the manufacture of trailers, containers, truck bodies,
platform trailers, tanks, and other engineered products—all of which we believe offer us a significant competitive advantage in
the markets in which we compete.
Many of our patents include intellectual property related to the manufacture of trailers, containers, truck bodies, and platforms
using our proprietary EcoNexTM Technology. Our EcoNexTM Technology is a molded structural composite technology and
these patents and patent applications cover the use of extruded foam bricks assembled and cured together in different
configurations with resins and fiber mats to create various components and structures including, for example, wall panels and
flooring assemblies. We believe the intellectual property related to this use of composite technology in our industry, including
proprietary knowledge of the processes involved in manufacturing these components and the resulting products, will offer us a
significant market advantage to continue to create proprietary products exploiting this technology. These patent applications
will not begin to expire until 2036.
Our DuraPlate® patent portfolio includes several patents and pending patent applications, which cover not only utilization of
our DuraPlate® products in the manufacture of trailers, but also cover a number of aerodynamic-related products aimed at
increasing the fuel efficiency of trailers, including DuraPlate AeroSkirt®. U.S. and foreign patents and patent applications in our
DuraPlate® patent portfolio have expiration dates extending until 2036. Certain U.S. patents relating to the combined use of
DuraPlate® panels and logistics systems within the sidewalls of our dry van trailers will not expire until 2027 or after; several
other issued U.S. patents and pending patent applications relating to the use of DuraPlate® panels, or other composite materials,
within aerodynamic-related products will not begin to expire until after 2030. Additionally, we also believe that our proprietary
DuraPlate® and DuraPlate® Cell Core production processes, which have been developed and refined since 1995, offer us a
significant competitive advantage in the industry—above and beyond the benefits provided by any patent protection concerning
the use and/or design of our DuraPlate® products. We believe the proprietary knowledge of these processes and the significant
intellectual and capital hurdles in creating similar production processes provide us with an advantage over others in the industry
who utilize composite sandwich panel technology.
Additionally, our intellectual property portfolio includes patents related to the rear impact guard (“RIG”). The RIG patents
include RIG designs which surpass the new federal regulatory RIG standards for the U.S. and Canada and will not begin to
expire until 2035.
In addition, our intellectual property portfolio includes patents and patent applications covering many trailer industry
components. These products have become highly desirable and are recognized for their innovation in the markets we serve.
These patents include, for example, those covering the Trust Lock Plus® door locking mechanism, the Max Clearance®
Overhead Door System, which provides additional overhead clearance when an overhead-style rear door is in the opened
position that would be comparable to that of swing-door models, the use of bonded or riveted intermediate logistics strips, the
bonded D-ring hold-down device, bonded skylights, and the DuraPlate® arched roof. The patents covering these products will
not expire before 2029. We believe all of these proprietary products offer us a competitive market advantage in the industries in
which we compete.
17
We also hold or have applied for 46 trademarks in the U.S. as well as 73 trademarks in foreign countries. These trademarks
include the Wabash® brand as well as trademarks associated with our proprietary technologies and products such as
DuraPlate®, MaxClearance® Overhead Door System, Trust Lock Plus®, EZ-7®, DuraPlate Aeroskirt®, Aeroskirt CX®,
DuraPlate HD®, Lock-Rite®, and EZ-Adjust®. Further, our EcoNexTM Technology trademark application currently pending in
the U.S., Canada, Mexico, and Australia covers our proprietary molded structural composites technology featured in many of
our refrigerated solutions. Additional trademark and service mark applications covering our proprietary technologies include
AcuthermTM covering an intelligent thermal management system of components, products, and solutions as well as our Trailers
as a Service (TAAS)™ platform for providing customers with trailer pool services. We believe all of these trademarks are
important for the identification of our products and the associated customer goodwill; however, our business is not materially
dependent on such trademarks.
Environmental Matters
Our facilities are subject to various environmental laws and regulations, including those relating to air emissions, climate
change, wastewater discharges, the handling and disposal of solid and hazardous wastes and occupational safety and health. Our
operations and facilities have been, and in the future may become, the subject of enforcement actions or proceedings for non-
compliance with such laws or for remediation of company-related releases of substances into the environment. Resolution of
such matters with regulators can result in commitments to compliance abatement or remediation programs and, in some cases,
the payment of penalties (see “Legal Proceedings” in Part I, Item 3 for more details).
We believe that our facilities are in substantial compliance with applicable environmental laws and regulations. Our facilities
have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with these laws and
regulations. However, we currently do not anticipate that the future costs of environmental compliance will have a material
adverse effect on our business, financial condition, cash flows, or results of operations.
Website Access to Company Reports
We use our Investor Relations website, ir.onewabash.com, as a channel for routine distribution of important information,
including news releases, presentations, and financial information. We post filings as soon as reasonably practicable after they
are electronically filed with, or furnished to, the Securities Exchange Commission (“SEC”), including our annual, quarterly, and
current reports on Forms 10-K, 10-Q and 8-K, our proxy statements, and any amendments to those reports or statements. All
such postings and filings are available on our Investor Relations website. The SEC also maintains a website, www.sec.gov, that
contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual
Report on Form 10-K unless expressly noted.
Information About Our Executive Officers
The following are the executive officers of the Company:
Name
Brent L. Yeagy
M. Kristin Glazner
Kevin J. Page
Michael N. Pettit
Dustin T. Smith
Age
53
46
62
48
46
Position
President and Chief Executive Officer, Director on the Board of Directors
Senior Vice President, Chief Administrative Officer, Corporate Secretary
Senior Vice President, Chief Commercial Officer
Senior Vice President, Chief Financial Officer
Senior Vice President, Chief Operating Officer
Brent L. Yeagy. Since June 2018, Mr. Yeagy has been responsible for the strategic direction and operations of Wabash in his
role as President and Chief Executive Officer. Before his appointment as President and CEO, Mr. Yeagy was President and
Chief Operating Officer from October 2016 to June 2018. Mr. Yeagy joined Wabash in 2003 and held a number of positions
with increasing responsibility, including Vice President of Manufacturing, Vice President and General Manager of Commercial
Trailer Products, and Senior Vice President – Group President, Commercial Trailer Products. Prior to Wabash, from 1999 to
2003, Mr. Yeagy held various positions within human resources, environmental engineering, and safety management for Delco
Remy International. Mr. Yeagy served in various plant engineering roles at Rexnord Corporation from December 1995 through
1999. He also served in the United States Navy from 1991 to 1994. Mr. Yeagy holds a Bachelor of Science in Environmental
Engineering Science and a Master of Science in Safety Engineering from Purdue University, and an MBA in Business
Management from Anderson University. He has also attended executive programs at the University of Michigan’s Ross School
of Business as well as Stanford’s Graduate School of Business. Mr. Yeagy is a graduate of the U.S. Navy’s Naval Nuclear
Power Program and participated in the Navy’s Officer Candidate Program.
18
M. Kristin Glazner. Ms. Glazner was appointed to Senior Vice President, Chief Administrative Officer (“CAO”) in December
2023. She remains General Counsel, Chief Human Resources Officer, and Corporate Secretary, roles in which she has served
since June, 2020, in addition to her added responsibility of Chief Administrative Officer. She previously served as Senior Vice
President and Chief Human Resources Officer since November 2018. Ms. Glazner joined Wabash in February 2010 as
Corporate Counsel and served in that role until October 2017, when she was appointed to the position of Vice President –
Human Resources and Legal Administration, then Vice President – Corporate Human Resources. Before joining Wabash, Ms.
Glazner was an attorney with the law firm Baker & Daniels LLP (now Faegre Drinker Biddle & Reath LLP) from 2002 to
2010. She holds a Juris Doctor degree from Indiana University Maurer School of Law and a Bachelor of Arts degree from
Butler University.
Kevin J. Page. Mr. Page was appointed to Senior Vice President, Chief Commercial Officer and has served in the role since
March 23, 2020. He previously served as Wabash’s Senior Vice President and Group President, Diversified Products Group and
Final Mile Products since January 2020, after serving as Senior Vice President and Group President, Diversified Products
Group from October 2017 to January 2020. Mr. Page joined Wabash in February 2017 as Vice President and General Manager,
Final Mile and Distributed Services. Prior to Wabash, he was Interim President of Truck Accessories Group, LLC from 2015 to
2016, and Vice President of Sales, Marketing and Business Development from 2012 to 2015. He served as President of
Universal Trailer Cargo Group from 2008 to 2012. Mr. Page also had a 23-year tenure at Utilimaster Corporation serving in
various sales roles, including as Vice President of Sales and Marketing. Mr. Page has a Bachelor of Arts in Economics from
Wabash College and an MBA (Executive) from Notre Dame. Throughout his career he has also completed executive programs
at the University of Chicago, Harvard Business School, University of Michigan and American Management Association.
Michael N. Pettit. Mr. Pettit was appointed to Senior Vice President, Chief Financial Officer in January 2020. He previously
served as Senior Vice President and Group President, Final Mile Products (2018-2020) and Vice President of Finance and
Investor Relations (2014–2018). He joined Wabash in 2012 as Director of Finance for Commercial Trailer Products. Prior to
Wabash, from 1998 to 2012, Mr. Pettit held various finance positions with increasing responsibility at Ford Motor Company.
With more than 20 years of experience in the transportation industry, he has a broad understanding of strategic planning,
mergers and acquisitions, pricing strategy, production planning, and lean manufacturing processes and principles. Mr. Pettit has
a Bachelor of Science in Industrial Management from Purdue University and an MBA from Indiana University.
Dustin T. Smith. Mr. Smith was appointed Senior Vice President, Chief Operating Officer in December 2023. He previously
served as Chief Strategy Officer from June 2021 to December 2023 and as Senior Vice President, Global Operations from
March 2020 to June 2021. Mr. Smith joined Wabash in 2007 and has held a number of positions with increasing responsibility,
including Director of Finance, Director of Manufacturing, Vice President of Manufacturing, Senior Vice President and General
Manager - Commercial Trailer Products, and Senior Vice President and Group President - Commercial Trailer Products. Prior
to Wabash, from 2000 to 2007, Mr. Smith held various positions at Ford Motor Company in Dearborn Michigan, across both
product development and manufacturing divisions, including Plant Controller. His 23+ years of experience in finance and
operations gives Mr. Smith a unique understanding of how manufacturing systems directly affect financial results. Mr. Smith
holds a Bachelor of Science in Accounting and an MBA in Corporate Finance from Purdue University. He has also completed
the Advanced Management Program at Harvard Business School, in addition to attending several executive programs at the
Booth School of Management from University of Chicago.
19
ITEM 1A—RISK FACTORS
You should carefully consider the risks described below in addition to other information contained or incorporated by reference
in this Annual Report before investing in our securities. Realization of any of the following risks could have a material adverse
effect on our business, financial condition, cash flows and results of operations.
Risks Related to Our Business, Strategy and Operations
Demand for our products is sensitive to economic conditions over which we have no control and that may have a
material adverse effect on our business, financial condition, cash flows and results of operations.
Demand for our products is sensitive to changes in economic conditions, including changes related to unemployment, consumer
confidence, consumer income, new housing starts, industrial production, government regulations, inflationary pressures, and the
availability of financing and interest rates. The status of these economic conditions periodically has an adverse effect on truck
freight and the demand for, and the pricing of, our products, and has also resulted in, and could in the future result in, the
inability of customers to meet their contractual terms or payment obligations, any of which could have a material adverse effect
on our business, financial condition, cash flows and results of operations.
Our business is highly cyclical, and a downturn could have a material adverse effect on our business, financial condition,
cash flows and results of operations.
The truck trailer manufacturing industry historically has been, and is expected to continue to be, cyclical, as well as affected by
overall economic conditions. Customers historically have replaced trailers in cycles that run from five to 12 years, depending on
service and trailer type. Poor economic conditions can adversely affect demand for new trailers and has historically led to an
overall aging of trailer fleets beyond a typical replacement cycle. Customers’ buying patterns can also be influenced by
regulatory changes, such as federal hours-of-service rules as well as overall truck safety, limitations on vehicle weight, size, and
configuration, and federal emissions standards.
The steps we have taken to diversify our product offerings through the implementation of our strategic plan do not insulate us
from this cyclicality. During downturns, we operate with a lower level of backlog and have had to temporarily slow down or
halt production at some or all of our facilities, including extending normal shut down periods and reducing salaried headcount
levels. An economic downturn may reduce, and in the past has reduced, demand for trailers and our other products, resulting in
lower sales volumes and lower prices and could have a material adverse effect on our business, financial condition, cash flows
and results of operations.
Economic weakness and its impact on the markets and customers we serve could have a material adverse effect on our
business, financial condition, cash flows and results of operations.
While the trailer industry has recently experienced a period of strong demand levels, we cannot provide any assurances that we
will be profitable in future periods or that we will be able to sustain or increase profitability in the future. Increasing our
profitability will depend on several factors including our ability to increase our overall trailer volumes, improve our gross
margins, gain continued momentum on our product diversification efforts and manage our expenses. If we are unable to sustain
profitability in the future, we may not be able to meet our payment and other obligations under our outstanding debt
agreements.
We continue to be reliant on the credit, housing, energy and construction-related markets in the U.S. The same general
economic concerns faced by us are also faced by our customers. We believe that some of our customers are highly leveraged
and have limited access to capital, and their continued existence may be reliant on liquidity from global credit markets and other
sources of external financing. Lack of liquidity by our customers could impact our ability to collect amounts owed to us and our
failure to collect these amounts could have a material adverse effect on our business, financial condition, cash flows and results
of operations.
Our backlog may not be indicative of the level of our future revenues.
Our backlog represents future production for which we have written orders from our customers that have defined delivery
timeframes. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications and terms, or
cancellation. Our reported backlog may not be converted to revenue in any particular period and actual revenue from such
orders may not equal our backlog. Therefore, our backlog may not be fully indicative of the level of our future revenues.
20
A change in our customer relationships or in the financial condition of our customers could have a material adverse
effect on our business, financial condition, cash flows and results of operations.
We have longstanding relationships with a number of large customers to whom we supply our products. We do not have long-
term agreements with all of these customers. Our success is dependent, to a significant extent, upon the continued strength of
these relationships and the growth of our core customers. We often are unable to predict the level of demand for our products
from these customers, or the timing of their orders. In addition, the same economic conditions that adversely affect us also often
adversely affect our customers. Furthermore, we are subject to a concentration of risk as the five largest customers together
accounted for approximately 32% of our aggregate net sales in 2023. Our largest customer accounted for 12% of our aggregate
net sales in 2023. No individual customer accounted for more than 10% of our aggregate net sales in either 2022 or 2021. The
loss of a significant customer or unexpected changes or delays in product purchases could have a material adverse effect on our
business, financial condition, cash flows and results of operations.
We rely significantly on information technology to support our operations and if we are unable to protect against service
interruptions or security breaches, it could have a material adverse effect on our business, financial condition, cash
flows and results of operations.
We depend on a number of information technologies, some of which are managed by third parties, to integrate departments and
functions, enhance the ability to service customers, improve our control environment, and manage our cost reduction initiatives.
We also collect and store certain sensitive data in data centers owned by third parties and on information technology networks.
The secure maintenance and operation of these data centers and information technology networks is critical for our business
operations and strategy. We have put in place a number of systems, processes, and practices designed to protect against the
failure of our technologies, as well as the misappropriation, exposure or corruption of the information stored thereon.
Unintentional service disruptions or intentional actions such as intellectual property theft, cyber-attacks, unauthorized access, or
malicious software, may lead to such misappropriation, exposure or corruption if our protective measures prove to be
inadequate. Any issues involving these critical business applications and infrastructure may adversely impact our ability to
manage operations and the customers we serve. We could also encounter violations of applicable law or reputational damage
from the disclosure of confidential business, customer, or employee information or the failure to protect the privacy rights of
our employees in their personal identifying information. In addition, the disclosure of non-public information could lead to the
loss of our intellectual property and diminished competitive advantages. Should any of the foregoing events occur, we may be
required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future, any
of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Inflation could materially and adversely affect our business, financial condition, cash flows and results of operations.
Inflation rates in the markets in which we operate have seen increases in past years and may continue to rise. Inflation and
elevated price levels have led us to experience higher costs of labor, materials and transportation. Our suppliers have raised
their prices and may continue to raise prices, and in the competitive markets in which we operate, we may not be able to make
corresponding price increases to preserve our gross margins and profitability. Deteriorating economic and political conditions
and uncertainty, such as increased unemployment, changes in capital spending, declines in consumer confidence, or economic
slowdowns or recessions, could cause a decrease in demand for our products. If inflation rates continue to rise or remain
elevated for a sustained period of time, they could materially and adversely affect our business, financial condition, cash flows,
and results of operations.
We have a limited number of suppliers of raw materials and components; increases in the price of raw materials and
components or the inability to obtain raw materials and components could have a material adverse effect on our
business, financial condition, cash flows and results of operations.
We currently rely on a limited number of suppliers for raw materials and key components in the manufacturing of our products,
such as tires, landing gear, axles, suspensions, specialty steel coil, stainless steel, plastic, aluminum and lumber. There have
been, and may continue to be, shortages of supplies of raw materials or components (including foam insulation, suspension
components and wiring), or our suppliers may place us on allocation, which has and would continue to have an adverse impact
on our ability to meet demand for our products. Disruptions to the supply chain, shortages and allocations of raw materials and
components have resulted and may continue to result in an increased backlog of orders for trailers and certain other products
and inefficient operations, and in some cases may produce a build-up of inventory, all of which can negatively affect our
working capital position, increase costs that are passed on to customers and delay our ability to fulfill customer orders. The loss
of any of our suppliers or their inability to meet our price, quality, quantity and delivery requirements could have a material
adverse effect on our business, financial condition, cash flows and results of operations. In addition, price volatility and changes
in the availability of commodities we purchase, which have fluctuated significantly in the past, impact the pricing of raw
materials, can increase production costs and could have negative impacts on our operating margins.
21
The ongoing global supply chain disruption continues to interfere with our ability to receive raw materials, components and
commodities as scheduled and at expected costs. Such disruptions have been compounded with logistical factors that include
reduced freight, railway, trucking and air capacity and delays, shortages of shipping containers and chassis, natural disasters
and severe weather conditions, trade conflicts and labor availability constraints, which have resulted in increased transportation
costs, shortages of raw materials, components and commodities, inefficient order fulfillment and significant order backlogs.
Our supply chain may also continue to be impacted by damaging weather or acts of nature (including acts of nature caused by
climate change). Supply chain disruptions, which may also include capacity constraints, effects of economic downturn,
cybersecurity threats, geopolitical uncertainties and other related interferences, could have a material adverse effect on our
business, financial condition, cash flows and results of operations.
The inability to attract and retain key personnel or a sufficient workforce could have a material adverse effect on our
business, financial condition, cash flows and results of operations.
Our ability to operate our business and implement our strategies depends, in part, on the efforts of our executive officers and
other key associates. Tight labor markets may negatively impact our ability to retain a sufficient workforce of qualified
personnel. Labor shortages, increased competition in the hiring market, high employee turnover rates and the resulting impacts
of increased recruitment costs, wages and training and related inefficiencies, may disrupt our ability to meet consumer demands
and expectations. Our future success depends, in large part, on our ability to attract and retain qualified personnel, including
manufacturing personnel, sales professionals and engineers. The unexpected loss of services of any of our key personnel or the
failure to attract or retain other qualified personnel, including personnel with engineering and technical expertise in the industry,
could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We may not be able to execute on our long-term strategic plan and growth initiatives, or meet our long-term financial
goals, and this may have a material adverse effect on our business, financial condition, cash flows and results of
operations.
Our long-term strategic plan is intended to generate long-term value for our shareholders while delivering profitable growth
through all our business segments. The long-term financial goals that we expect to achieve as a result of our long-term strategic
plan and organic growth initiatives are based on certain assumptions, which may prove to be incorrect. Organically, our focus is
on profitably growing and diversifying our operations by leveraging our existing assets, capabilities, and technology into higher
margin products and markets and thereby providing value-added customer solutions, including continuing to expand and
develop our parts & services operating segment. We cannot provide any assurance that we will be able to fully execute on our
strategic plan or growth initiatives, which are subject to a variety of risks including our ability to: diversify the product
offerings of our non-trailer businesses, including continuing to expand and develop our parts and services offerings; leverage
acquired businesses and assets to grow sales with our existing products; design, develop, and commercialize new products to
meet the needs of our customers; increase the pricing of our products and services to offset cost increases and expand gross
margins; scale our manufacturing capacity and resources to efficiently meet customer demand; and execute potential future
acquisitions, mergers, joint ventures, and other business development opportunities. If we are unable to successfully execute on
our strategic plan, we may experience increased competition, material adverse financial consequences and a decrease in the
value of our stock. Additionally, our management’s attention to the implementation of the strategic plan, which includes our
efforts at diversification, may distract them from implementing our core business which may also have material adverse
financial consequences.
Volatility in the supply of vehicle chassis and other vehicle components could have a material adverse effect on our
truck body product line.
With the exception of some specialty vehicle products, we generally do not purchase vehicle chassis for our inventory and
accept shipments of vehicle chassis owned by dealers or end-users for the purpose of installing and/or manufacturing our
specialized truck bodies on such chassis. Historically, General Motors Company (“GM”), Freightliner Custom Chassis
(“Freightliner”), International Truck (“International”), and Ford Motor Company (“Ford”) have been the primary suppliers of
chassis. In the event of a disruption in supply from one major supplier, we would attempt to use another major supplier, but
there can be no assurance that this attempt would be successful. Nevertheless, in the event of chassis supply disruptions, there
could be unforeseen consequences that may have a material adverse effect on our truck body operations.
We also face risks relative to finance and storage charges for maintaining an excess supply of chassis from GM, Freightliner,
International, and Ford. Under the converter chassis pool agreements, if a chassis is not delivered to a customer within a
specified time frame, we are required to pay finance or storage charges on such chassis.
22
Significant competition in the industries in which we operate may result in our competitors offering new or better
products and services or lower prices, which could have a material adverse effect on our business, financial condition,
cash flows and results of operations.
The industries in which we participate are highly competitive. We compete with other manufacturers of varying sizes, some of
which have substantial financial resources. Manufacturers compete primarily on the quality of their products, customer
relationships, service availability and price. Additionally, we face increasing competition to develop innovative products that
result in lower emissions. Manufacturing over-capacity and high leverage of some of our competitors, along with bankruptcies
and financial stresses that affected the industry, have in the past contributed, and may in the future contribute to significant
pricing pressures.
If we are unable to successfully compete with other manufacturers, we could lose customers and our revenues may decline. In
addition, competitive pressures in the industry may affect the market prices of our new and used equipment, which, in turn, may
have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our truck body product lines compete in the highly competitive specialized vehicle industry which may impact our
financial results.
The competitive nature of the specialized vehicle industry creates a number of challenges for our truck body products.
Important factors include product pricing, quality of product, lead times, geographic proximity to customers, and the ability to
manufacture a product customized to customer specifications. Specialized vehicles are produced by a number of smaller,
regional companies which create product pricing pressures that could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
Our technology and products may not achieve market acceptance or competing products could gain market share,
which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We continue to optimize and expand our product offerings to meet our customers’ needs. While we target product development
to meet customer needs, there is no assurance that our product development efforts will be embraced and that we will meet our
strategic goals, including sales projections. Companies in the truck transportation industry, a very fluid industry in which our
customers primarily operate, make frequent changes to maximize their operations and profits.
A number of our competitors followed our leadership in the development and use of composite sidewalls that brought them into
direct competition with our DuraPlate® products. Our product development is focused on maintaining our leadership for these
products and others, but competitive pressures may erode our market share or margins. We hold U.S. and foreign utility and
design patents and patent applications on various components and techniques utilized in our manufacturing of transportation
equipment and products with expiration dates ranging from 2024 to 2044. We continue to take steps to protect our proprietary
rights in our products and the processes used to produce them. However, the steps we have taken may not be sufficient or may
not be enforced by a court of law. If we are unable to protect our intellectual properties, other parties may attempt to copy or
otherwise obtain or use our products or technology. If competitors are able to use our technology, our ability to effectively
compete could be harmed and this could have a material adverse effect on our business, financial condition, cash flows and
results of operations. In addition, litigation related to intellectual property could result in substantial costs and efforts which
may not result in a successful outcome.
Disruption of our manufacturing operations could have a material adverse effect on our business, financial condition,
cash flows and results of operations.
We manufacture our van trailer products at two facilities in Lafayette, Indiana, a flatbed trailer facility in Cadiz, Kentucky, a
hardwood floor facility in Harrison, Arkansas, three liquid-transportation systems facilities in New Lisbon, Wisconsin; Fond du
Lac, Wisconsin; and Queretaro, Mexico, two engineered products facilities in New Lisbon, Wisconsin; and Elroy, Wisconsin,
five truck body facilities in Goshen, Indiana; Cleburne, Texas; Griffin, Georgia; Jonestown, Pennsylvania; and Moreno Valley,
California, produce composite products in Lafayette, Indiana, and produce our EcoNexTM Technology products in Little Falls,
Minnesota. Our production at these facilities could be subject to disruptions which may include work stoppages, severe
weather, natural disaster, public health crises, including the spread of a contagious disease, pandemics or epidemics, quarantines
or shutdowns related to public health crises, threats to physical security or information security systems or other catastrophic
events beyond our control. The effects of climate change, including increased severity and frequency of extreme weather
events, natural disasters, long term changes in temperature levels and water availability, may exacerbate these risks, and could
increase the costs of insuring company assets. An unexpected disruption in our production at any of these facilities for any
length of time could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Similarly, if one or more of our customers experiences an unexpected disruption, that customer may reduce or halt purchases of
our products, which could result in reduced production or other cost-reduction initiatives at our related manufacturing facilities.
23
Our failure to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or
subleased) trailers could have a material adverse effect on our business, financial condition, cash flows and results of
operations.
Our Trailers as a Service (TAAS)SM initiative includes leased and subleased trailers. These trailers and our current and future
TAAS initiative trailers have long economic lives and managing our evolving trailer fleet is a critical element to our leasing
business.
We face significant risks and challenges to our business and prospects as a recent entrant into the leasing and subleasing
industry, including, among other things, with respect to our ability to design and build long-lived products that are aligned with
freight leasing customer needs and changes in legislation and regulations in the various markets in which we operate, and cost-
effectively maintain and repair our fleet to maximize the economic life of the products and the proceeds we receive from
product sales. As the needs of our freight leasing customers and the scope of our customers change, we may incur costs to
relocate or retrofit our assets to better meet shifts in demand. If the distribution of our assets is not aligned with regional
demand or there is excess leased equipment in the fleet industry, we may be unable to take advantage of sales and leasing
opportunities in certain regions, despite excess inventory in other regions.
If we do not appropriately manage the design, manufacture, repair and maintenance of our product fleet, or if we are
unexpectedly unable to complete such repair or maintenance or suffer unexpected losses of equipment due to theft or
obsolescence, we may be required to incur impairment charges for equipment that is beyond economic repair or incur
significant capital expenditures to build new equipment to serve demand. These failures may also result in personal injury or
property damage claims and termination of leases or contracts by customers. Costs of contract performance, potential litigation
and profits lost from termination could materially adversely affect our future operating results and cash flows. If a significant
number of leased units are returned in a short period of time, a large supply of units would need to be remarketed. If we are not
able to successfully manage our lease assets or remarket a large influx of units returning from leases, our business, financial
condition, cash flows and results of operations may be materially adversely affected.
Our joint venture arrangement to create Linq Venture Holdings LLC and related agreements are subject to risks and
we may fail to realize all of the expected enhanced revenue, earnings and cash flows.
Our ability to realize all of the expected enhanced revenue, earnings, and cash flows from our agreements related to the creation
of Linq Venture Holdings LLC, a jointly owned legal entity, will depend, in substantial part, on each party’s ability to
successfully develop, operate, and scale a digital marketplace for the transportation and logistics distribution industry. In
connection with this joint venture, the parties plan to use an engaged investor operating model to help accelerate the
development and scaling, with a goal to migrate the digital marketplace to us and terminate these relationships in the future.
While we believe we will ultimately achieve these objectives, it is possible that we will be unable to achieve all of the goals
within our anticipated time frame or in the anticipated amounts.
If we are not able to successfully complete our digital marketplace strategy and transition of the related business, the anticipated
enhanced revenue, earnings and cash flows resulting from this joint venture may not be realized fully or may take longer to
realize than expected. Our participation in this joint venture is also subject to the risks that put/call arrangements and other joint
venture exit rights could require us to utilize our cash flow, incur additional indebtedness or issue stock to satisfy the payment
obligations in respect of such arrangements.
Additional risks include that we do not have sole decision-making authority and have a minority right to appoint members to
the board of the joint venture, which could require us to expend additional resources on resolving impasses or potential
disputes. Our future growth may be limited if we are unable to maintain good relationships or maintain aligned goals with our
joint venture partner.
We may fail to realize all of the expected enhanced revenue, earnings and cash flow from our agreement to create
Wabash Parts LLC, a jointly owned legal entity.
Our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our 2022 agreement with a partner to
create Wabash Parts LLC, a jointly owned legal entity, will depend, in substantial part, on each party’s ability to successfully
operate a parts and services distribution platform and achieve our projected distribution goals. While we believe we will
ultimately achieve these objectives, it is possible that we will be unable to achieve all of the goals within our anticipated time
frame or in the anticipated amounts. If we are not able to successfully complete our parts and services distribution strategy, the
anticipated enhanced revenue, earnings and cash flows resulting from this joint venture may not be realized fully or may take
longer to realize than expected.
As part of the joint venture, we have the obligation to absorb the benefits and losses of Wabash Parts LLC that could potentially
be significant to the entity. We are also required to provide funding to the entity if needed. These potential losses and funding
requirements could have a material adverse effect on our business, financial condition, cash flows and results of operations.
24
We are subject to extensive governmental laws and regulations, and our costs related to compliance with, or our failure
to comply with, existing or future laws and regulations could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
The length, height, width, maximum weight capacity and other specifications of truck and tank trailers are regulated by
individual states. The federal government also regulates certain trailer safety features, such as lamps, reflective devices, tires,
air-brake systems and rear-impact guards. In addition, most tank trailers we manufacture have specific federal regulations and
restrictions that dictate tank design, material type and thickness. Our products are also subject to various state and federal
environmental laws and regulations specifically including those related to greenhouse gas emissions, including regulations with
respect to per-and polyfluoroalkyl substances (PFAS). Changes or anticipation of changes in these regulations can have a
material impact on our financial results, as our customers may defer purchasing decisions and we may have to re-engineer
products. We are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use,
disposal and handling of hazardous materials, discharge of storm water and underground fuel storage tanks, and we may be
subject to liability associated with operations of prior owners of acquired property. In addition, we are subject to laws and
regulations relating to the employment of our employees and labor-related practices.
If we are found to be in violation of applicable laws or regulations in the future, it could have a material adverse effect on our
business, financial condition, cash flows and results of operations. Our costs of complying with these or any other current or
future regulations may be material. Such regulations include technical safety standards that could delay product development or
require manufacturer recall campaigns to remedy certain defects. In addition, if we fail to comply with existing or future laws
and regulations, we may be subject to governmental or judicial fines or sanctions.
Changes to U.S. or foreign tax laws could affect our effective tax rate and our future profitability.
Tax rates in various jurisdictions may be subject to significant change. Changes in tax legislation could significantly impact our
overall profitability, the provisions for income taxes, the amount of taxes payable, and our deferred tax asset and liability
balances.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material
adverse effect on our business, financial condition, cash flows and results of operations.
The U.S. government previously announced, and in some cases implemented, an approach to trade policy that includes
renegotiating or potentially terminating certain trade agreements, as well as implementing or increasing tariffs on foreign goods
and raw materials such as steel and aluminum. These tariffs and potential tariffs have resulted, and may further result, in
increased prices for certain imported goods and raw materials. While we source the majority of our materials and components
domestically, tariffs and potential tariffs have caused, and may continue to cause, increases and volatility in prices for
domestically sourced goods and materials that we require for our products, particularly aluminum and steel. When the costs of
our components and raw materials increase, we may not be able to hedge or pass on these costs to our customers, which could
have a material adverse effect on our business, financial condition, cash flows and results of operations.
Product liability and other legal claims could have a material adverse effect on our business, financial condition, cash
flows and results of operations.
As a manufacturer of products widely used in commerce, we are subject to product liability claims and litigation, as well as
warranty claims. From time-to-time claims may involve material amounts and novel legal theories, and any insurance we carry
may not provide adequate coverage to insulate us from material liabilities for these claims, or we may not be able to maintain
this insurance on our preferred terms or at an acceptable cost. Additionally, we are, and may in the future be, party to safety-
related litigation that could materially and adversely affect our financial condition, results of operations and cash flows. Our
strategy has been, and continues to be, to mount a vigorous defense against such claims. We cannot predict with certainty the
extent to which we will be successful in litigating or otherwise resolving these claims in the future, and we continue to evaluate
different strategies related to the safety-related claims filed against us. Even if lawsuits are decided in our favor, or are
unfounded, we may incur material expenses and reputational damage. Such matters may also require significant management
attention. Unfavorable rulings, judgments or settlement terms could have a material adverse impact on our business and
financial condition, results of operations and cash flows.
In addition to product liability claims, we are subject to legal proceedings and claims that arise in the ordinary course of
business, such as workers’ compensation claims, OSHA investigations, employment disputes and customer and supplier
disputes arising out of the conduct of our business. Litigation may result in substantial costs and may divert management’s
attention and resources from the operation of our business, which could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
25
Climate change and related public focus from regulators and various stakeholders could have a material adverse effect
on our business, financial condition, cash flows and results of operations.
There is scientific consensus and increased public concern that emissions of greenhouse gases are linked to global climate
changes. Climate changes, such as extreme weather conditions, including floods or hurricanes, decreased water availability or
quality, sea level changes, extreme fires and overall temperature shifts, may have physical impacts on our facilities and
operations, as well as those of our suppliers and customers. Such impacts are geographically specific, highly uncertain and may
result in diminished availability of materials, indirect financial risks passed through our supply chain, decreased demand for our
products and adverse impacts on our financial performance and operations.
These considerations may also result in additional and increasingly stringent international, national, regional or local legislative
or regulatory responses to mitigate greenhouse gas emissions. Timing and scope of any regulations are uncertain, and regulation
could result in additional costs of compliance, increased energy, transportation and materials costs and other additional
expenses to improve the efficiency of our products, facilities and operations. We could also face increased costs related to
defending and resolving legal claims and other litigation related to climate change regulations and the alleged impact of our
operations on climate change.
Relatedly, the expectations of our customers, stockholders and employees have heightened in areas such as the environment,
social matters and corporate governance. Increased public focus requires us to provide information on our approach to these
issues, including certain climate-related matters such as mitigating greenhouse gas emissions, and continuously monitor related
reporting standards. A failure to adequately meet stakeholder expectations or to comply with climate change related regulations
may result in a loss of business, diminished ability to successfully market our products to new and existing customers,
decreased demand for our products, diluted market valuation or an inability to attract and retain key personnel.
An impairment in the carrying value of goodwill and other long-lived intangible assets could negatively affect our
operating results.
We have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions. The
carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of
the acquisition date. The carrying value of other long-lived intangible assets represents the fair value of trademarks and trade
names (until the non-cash impairment charge discussed throughout this Annual Report on Form 10-K), customer relationships
and technology as of the acquisition date, net of accumulated amortization. Under generally accepted accounting principles,
goodwill is required to be reviewed for impairment at least annually, or more frequently if potential interim indicators exist that
could result in impairment, and other long-lived intangible assets require review for impairment only when indicators exist. If
any business conditions or other factors cause profitability or cash flows to significantly decline, we may be required to record
an additional non-cash impairment charge, which could adversely affect our operating results. Events and conditions that could
result in impairment include a prolonged period of global economic weakness, a decline in economic conditions or a slow,
weak economic recovery, sustained declines in the price of our common stock, adverse changes in the regulatory environment,
adverse changes in the market share of our products, adverse changes in interest rates, or other factors leading to reductions in
the long-term sales or profitability that we expect.
There is no assurance that we will have the ability to continue a regular quarterly dividend.
Our ability to pay dividends, and our Board of Directors’ determination to maintain our current dividend policy, will depend on
numerous factors, including:
▪
▪
▪
▪
The state of our business, competition, and changes in our industry;
Changes in the factors, assumptions, and other considerations made by our Board of Directors in reviewing and
revising our dividend policy;
Our future results of operations, financial condition, liquidity needs, and capital resources; and
Our various expected cash needs, including cash interest and principal payments on our indebtedness, capital
expenditures, the purchase price of acquisitions, and taxes.
Each of the factors listed above could negatively affect our ability to pay dividends in accordance with our dividend policy or at
all. In addition, the Board may elect to suspend or alter the current dividend policy at any time.
Our ability to fund our working capital needs and capital expenditures, and our ability to pay dividends on our common stock,
is limited by the net cash provided by operations, cash on hand and available borrowings under our Credit Agreement (as
defined below). Declines in net cash provided by operations, increases in working capital requirements necessitated by an
increased demand for our products and services, decreases in the availability under the Credit Agreement or changes in the
credit our suppliers provide to us, could rapidly exhaust our liquidity.
26
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions
to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and
operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business,
legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating
activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our
indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, and other cash requirements, we
could face substantial liquidity problems and could be forced to reduce or delay capital expenditures or to sell assets or
operations, seek additional capital or restructure or refinance our indebtedness. We may not be able to affect any such
alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions
may not allow us to meet our scheduled debt service obligations. Rising interest rates, along with actions by credit ratings
agencies, such as downgrades or negative changes to our ratings outlook, may also reduce our ability to access the capital
markets and/or increase our cost of capital either of which could have material adverse effects on our financial condition and
cash flows. The indenture governing the New Senior Notes and the Credit Agreement (each, as defined below) restrict (a) our
ability to dispose of assets and use the proceeds from any such dispositions and (b) the Company’s and our subsidiaries’ ability
to raise debt or certain equity capital to be used to repay our indebtedness when it becomes due. We may not be able to
consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially
reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability
to satisfy our indebtedness.
If we cannot make scheduled payments on our debt, it will be in default and, as a result, holders of our outstanding debt could
declare all outstanding principal and interest to be due and payable, the lenders under the Credit Agreement could terminate
their commitments to loan money, our secured lenders could foreclose against the assets securing such borrowings and we
could be forced into bankruptcy or liquidation.
Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations
thereunder.
As of December 31, 2023, we had approximately $400.0 million of total indebtedness, and approximately $339.9 million of
additional borrowings were available and undrawn under the Revolving Credit Agreement (as defined below). We also have
other contractual obligations and currently pay a regular quarterly dividend of $0.08 per share, or approximately $4.0 million in
the aggregate per quarter.
Our debt level could have significant consequences on future operations and financial position. For example, it could:
▪
▪
▪
▪
▪
▪
▪
Negatively affect our ability to pay principal and interest on our debt;
Increase our vulnerability to general adverse economic and industry conditions;
Limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or
development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to
dedicate a substantial portion of our cash flow from operations to payments of interest and principal or to comply with
any restrictive terms of our debt;
Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
Impair our ability to obtain additional financing or to refinance our indebtedness in the future;
Place us at a competitive disadvantage compared to our competitors that may have proportionately less debt; and
Impact our ability to continue to fund a regular quarterly dividend.
International operations are subject to increased risks, which could have a material adverse effect on our business,
financial condition, cash flows and results of operations.
Our ability to manage our business and conduct operations internationally is subject to a number of risks, including the
following:
▪
▪
Economic and political instability, including international conflicts, war, acts of terrorism, or the threat thereof,
political or labor unrest, civil unrest, riots, or insurrections;
Public health crises, including the spread of a contagious disease, pandemics or epidemics, quarantines or shutdowns
related to public health crises and other catastrophic events;
27
▪
▪
▪
▪
▪
▪
▪
Challenges caused by distance, language and cultural differences and by doing business with foreign agencies and
governments;
Uncertainty regarding liability for services and content;
Currency exchange rate fluctuations and our ability to manage these fluctuations;
Foreign exchange controls that might prevent us from repatriating cash earned outside the U.S.;
Import and export requirements that may prevent us from shipping products or providing services to a particular
market and may increase our operating costs;
Potentially adverse tax consequences; and
Different expectations regarding working hours, work culture and work-related benefits.
Compliance with complex foreign and U.S. laws and regulations that apply to international operations may increase our cost of
doing business and could expose us or our employees to fines, penalties and other liabilities. These numerous and sometimes
conflicting laws and regulations include import and export requirements, content requirements, trade restrictions, tax laws,
environmental laws and regulations, sanctions, internal and disclosure control rules, data privacy requirements, labor relations
laws, and U.S. laws such as the Foreign Corrupt Practices Act and substantially equivalent local laws prohibiting corrupt
payments to governmental officials and/or other foreign persons. Any violation of the laws and regulations that apply to our
operations and properties could result in, among other consequences, fines, environmental and other liabilities, criminal
sanctions against us, our officers or our employees, and prohibitions on our ability to offer our products and services to one or
more countries. Such consequences could materially damage our reputation, brand, business, efforts to diversify our business,
ability to attract and retain employees, financial condition, cash flows, and results of operations.
Failure to meet environmental, social and governance (“ESG”) expectations or standards or to achieve our ESG goals
could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation,
financial condition, cash flows and results of operations.
We make statements about our ESG goals and initiatives through information provided on our website, press statements and
other communications, including through our Corporate Responsibility Report. Our publicly announced goals, commitments
and targets, which we may refine or expand further in the future, reflect our current plans and aspirations and are not guarantees
that we will be able to achieve them. Responding to these ESG considerations and implementation of these goals and initiatives
involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control.
Such risks and uncertainties include:
▪
▪
▪
▪
▪
▪
▪
▪
▪
Reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other
stakeholders;
Adverse impacts on our ability to sell and manufacture products;
The success of our collaborations with third parties;
Increased risk of litigation, investigations or regulatory enforcement action;
Unfavorable ESG ratings or investor sentiment;
Diversion of resources and increased costs to control, assess and report on ESG metrics;
Our ability to achieve our goals, commitments and targets within the timeframes announced;
Access to and increased cost of capital; and
Adverse impacts on our stock price.
In addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve
over time. Stakeholders also may have very different views on where ESG focus should be placed, including differing views of
regulators in various jurisdictions in which we operate. Any failure, or perceived failure, to achieve our goals, further our
initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations or meet
evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and
materially adversely affect our business, reputation, financial condition, cash flows and results of operations.
28
Provisions of the New Senior Notes could discourage a potential future acquisition of us by a third party.
Certain provisions of the New Senior Notes could make it more difficult or more expensive for a third party to acquire us. Upon
the occurrence of certain transactions constituting a fundamental change, holders of the New Senior Notes will have the right, at
their option, to require us to repurchase all of their New Senior Notes, as applicable, or any portion of the principal amount of
such New Senior Notes, as applicable. In addition, the indentures governing the New Senior Notes prohibit us from engaging in
certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the New Senior
Notes. These and other provisions of the New Senior Notes could prevent or deter a third party from acquiring us even where
the acquisition could be beneficial to our stockholders.
Our New Senior Notes indenture and Credit Agreement contain restrictive covenants that, if breached, could limit our
financial and operating flexibility and subject us to other risks.
Our New Senior Notes indenture and Credit Agreement include customary covenants limiting our ability to, among other
things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge,
dissolve, repay subordinated indebtedness, make investments and dispose of assets. As required under our Credit Agreement,
we are required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12
fiscal months when excess availability under the facility is less than the greater of (a) 10% of the lesser of (i) the total revolving
commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million.
If availability under the Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three
consecutive business days, if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit
accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied
to reduce the outstanding amounts under the facility.
As of December 31, 2023, we believe we are in compliance with the provisions of our New Senior Notes indenture and our
Credit Agreement. Our ability to comply with the various terms and conditions in the future may be affected by events beyond
our control, including prevailing economic, financial and industry conditions.
Risks Related to an Investment in Our Common Stock
Our common stock has experienced, and may continue to experience, price and trading volume volatility.
The trading price and volume of our common stock has been and may continue to be subject to large fluctuations. The market
price and volume of our common stock may increase or decrease in response to a number of events and factors, including:
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
Trends in our industry and the markets in which we operate;
Changes in the market price of the products we sell;
The introduction of new technologies or products by us or by our competitors;
Changes in expectations as to our future financial performance, including financial estimates by securities analysts and
investors;
Operating results that vary from the expectations of securities analysts and investors;
Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures,
financings or capital commitments;
Changes in laws and regulations;
Any announcement that we plan to issue additional equity to the public;
General economic and competitive conditions; and
Changes in key management personnel.
This volatility may adversely affect the prices of our common stock regardless of our operating performance. To the extent that
the price of our common stock declines, our ability to raise funds through the issuance of equity or otherwise use our common
stock as consideration will be reduced. These factors may limit our ability to implement our operating and growth plans.
Also, shareholders may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to
effect changes or acquire control over the Company. Such shareholder campaigns could disrupt our operations and divert the
attention of our Board of Directors and senior management and employees from the pursuit of business strategies and adversely
affect our results of operations, cash flows and financial condition.
29
ITEM 1B—UNRESOLVED STAFF COMMENTS
None.
ITEM 1C—CYBERSECURITY
The Company’s Board of Directors (the “Board”) recognizes the critical importance of maintaining the trust and confidence of
our customers, clients, business partners and employees. The Board is actively involved in oversight of the Company’s risk
management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise
risk management (“ERM”). The Company’s cybersecurity policies, standards, processes, and practices are fully integrated into
the Company’s ERM program. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-
functional approach that is focused on preserving the confidentiality, security and availability of the information that the
Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to
cybersecurity incidents when they occur.
Risk Management and Strategy
As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on
the following key areas:
Governance: The Board’s oversight of cybersecurity risk management is supported by the Audit Committee of the Board,
which regularly interacts with the Company’s General Counsel, ERM committee, the Sr. Director, IT, and executive leadership.
The ERM committee is a cross-functional team of high-level leaders that meet at least quarterly to anticipate, identify,
prioritize, and manage material risks to the Company’s strategic objectives. It conducts an extensive bi-annual survey and
interview process to identify the material risks, and it continues to monitor for any emerging material risks between surveys.
The ERM Committee reports on its findings and activities twice annually to the Audit Committee of the Board.
Collaborative Approach: The Company has implemented a comprehensive, cross-functional approach to identifying, preventing
and mitigating cybersecurity threats and incidents, while also implementing controls and procedures, including an incident
response team, that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public
disclosure and reporting of such incidents can be made by management in a timely manner. Senior leadership also briefs the
Board on information security matters with quarterly updates.
Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information
systems from cybersecurity threats, like artificial intelligence platforms with an array of technologies, extensive encryption,
firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and
improved through vulnerability assessments and cybersecurity threat intelligence. The Company’s cybersecurity controls are
incorporated into our internal control environment, managed and tested in accordance with the Sarbanes-Oxley Act.
Incident Response Planning: The Company has established, maintains and regularly tests incident response plans that address
the Company’s response to a cybersecurity incident. The Company also has a cybersecurity risk insurance policy.
Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing
cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s
systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident
affecting those third-party systems.
Education and Awareness: The Company employs a variety of security-focused training/awareness practices to equip the
Company’s personnel with effective tools to address cybersecurity threats. Information Technology (“IT”) and cybersecurity-
based training is performed during employee on-boarding to communicate the Company’s evolving information security
policies, standards, processes and practices. Phishing simulations are performed on a monthly basis and Company-wide
notifications and/or cyber awareness messages are sent on an as-needed basis.
The Audit Committee also surveys data and factors that impact costs and incident response efforts.
Governance
The Board, in coordination with the Audit Committee, oversees the Company’s ERM process, including the management of
risks arising from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on
cybersecurity risks from the Sr. Director, IT. The Board and the Audit Committee also receive prompt and timely information
regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such
incident until it has been addressed. On an annual basis, the Board and the Audit Committee discuss the Company’s approach to
cybersecurity risk management with members of management.
30
The Sr. Director, IT, in coordination with management, works collaboratively across the Company to implement a program
designed to protect
the Company’s information systems from cybersecurity threats and to promptly respond to any
cybersecurity incidents in accordance with the Company’s incident response plans. Risks are evaluated with cross functional
input using external guidance, risk matrices, governmental guidelines, and other cybersecurity best practices. This evaluation is
shared with executive leadership via the ERM committee and through regular updates provided by the Sr. Director, IT.
To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary processes and controls
are in place to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with
the ERM committee and the cybersecurity team, management monitors the prevention, detection, mitigation and remediation of
cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee when appropriate.
The Sr. Director, IT holds a chief information security officer certification from Heinze College at Carnegie Mellon and has
over 15 years of cybersecurity experience.
The Company has not experienced a material information security breach in the last three years.
The Company has not experienced a material third-party information security breach.
Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company,
including its business strategy, results of operations or financial condition. For a discussion of whether and how any risks from
cybersecurity threats are reasonably likely to materially affect the Company, including our business strategy, results of
operations or financial condition, refer to Part I, Item 1A, “Risk Factors” - “We rely significantly on information technology to
support our operations and if we are unable to protect against service interruptions or security breaches, it could have a material
adverse effect on our business, financial condition, cash flows and results of operations,” which is incorporated by reference
into this Item 1C.
ITEM 2—PROPERTIES
We have manufacturing and retail operations located throughout the United States as well as a facility in Mexico. Properties
owned by Wabash are subject to security interests held by our lenders. We believe the facilities we are now using, as well as
any planned capacity expansions, are adequate and suitable for our current business operations and the currently foreseeable
level of operations. The following table provides information regarding the locations of our major facilities. In addition to the
locations listed below, we have other facilities in the United States.
Location
Owned or Leased
Description of Primary
Activities at Location
Cadiz, Kentucky
Owned
Manufacturing
Cleburne, Texas
Owned/Leased
Manufacturing
Fond du Lac, Wisconsin
Goshen, Indiana
Griffin, Georgia
Owned
Owned
Owned
Manufacturing
Manufacturing
Manufacturing
Jonestown, Pennsylvania
Owned/Leased
Manufacturing
Lafayette, Indiana
Owned/Leased
Corporate Headquarters,
Manufacturing
Moreno Valley, California
Owned/Leased
Manufacturing
New Lisbon, Wisconsin
Owned
Manufacturing
San José Iturbide, Mexico
Owned
Manufacturing
Primary Segment and Products
Transportation Solutions (Platform
Trailers)
Transportation Solutions and Parts &
Services (Truck Bodies)
Transportation Solutions and Parts &
Services (Tank Trailers)
Transportation Solutions and Parts &
Services (Truck Bodies)
Transportation Solutions and Parts &
Services (Truck Bodies)
Transportation Solutions and Parts &
Services (Truck Bodies)
Transportation Solutions and Parts &
Services (Van Trailer Products)
Transportation Solutions (Truck
Bodies)
Transportation Solutions and Parts &
Services (Tank Trailers & Engineered
Products)
Transportation Solutions (Tank
Trailers)
ITEM 3—LEGAL PROCEEDINGS
As of December 31, 2023, we were named as a defendant or were otherwise involved in numerous legal proceedings and
governmental examinations, including class action lawsuits, in connection with the conduct of our business activities, in various
jurisdictions, both in the United States and internationally. Accrual for losses have been recorded for those matters deemed both
probable and reasonably estimated. On the basis of information currently available to us, management does not believe that
existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if
determined in a manner adverse to us. However, such matters are unpredictable, and we could incur judgments or enter into
settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with
the litigation and settlements of legal matters are reported within General and administrative expenses in the Consolidated
Statements of Operations.
Legal Matter Estimated Liability
As of September 30, 2023, we were named as a defendant in California state court in two purported class action lawsuits,
alleging wage and hour claims under California-specific employment laws (collectively, the “Matters”). The defense of both
lawsuits is being handled conjunctively. During the three months ended March 31, 2023, in accordance with ASC 450, we
concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $3.0 million is
included in General & administrative expenses in the Consolidated Statements of Operations for the year ended December 31,
2023. During the second quarter of 2023, we reached an agreement to resolve the Matters via settlement for an amount
materially consistent with the estimated liability. The settlement proceeds will be paid in the first quarter of 2024.
Product Liability Claims
We have been, and may in the future be, subject to product liability claims and litigation incidental to our normal operating
activities. The ultimate outcome of such claims and litigation cannot be predicted with any certainty and any such claim or
litigation could materially and adversely affect our financial condition, results of operations and cash flows.
Environmental Disputes
In August 2014, we received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and
Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina
statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to
the Philip Services Site between 1979 and 1999. The DHEC’s allegation that we were a PRP arises out of four manifest entries
in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current
subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash
National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it
was offering us the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and
Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the
DHEC. We have accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while
reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested
settlement payment is immaterial to our financial condition and results of operations, and as a result, if the Settlement
Agreement and Consent Decree are finalized, the payment to be made by us thereunder is not expected to have a material
adverse effect on our financial condition or results of operations.
On November 13, 2019, we received a notice that we were considered one of several PRPs by the Indiana Department of
Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a
property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). We have never owned or operated the Site, but the
Site is near certain of our owned properties. In 2020, we agreed to implement a limited work plan to further investigate the
source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. We
submitted our initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by our
consultant confirmed that our properties are not the source of contamination at the Site. In December 2021, after completing
further groundwater sampling work, we submitted to IDEM a supplemental written report, which again stated that we are not a
responsible party and our properties are not a source of any contamination. In June 2022, we and other PRPs finalized Work
Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. We completed all
additional sampling between the second quarter and fourth quarter of 2023, and all available information establishes there is no
source of any contamination on our owned properties. As of December 31, 2023, based on the information available, we do not
expect this matter to have a material adverse effect on our financial condition or results of operations.
ITEM 4—MINE SAFETY DISCLOSURES
Not Applicable.
32
PART II
ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Information Regarding our Common Stock
Our common stock is traded on the New York Stock Exchange under the ticker symbol “WNC.” The number of record holders
of our common stock at February 15, 2024 was 508.
In December 2016, our Board of Directors approved the reinstatement of a dividend program under which we pay regular
quarterly cash dividends to holders of our common stock. Prior to 2017, no dividends had been paid since the third quarter of
2008. Payments of cash dividends depends on our future earnings, capital availability, financial condition, and the discretion of
our Board of Directors.
Our Certificate of Incorporation, as amended and approved by our stockholders, authorizes 225 million shares of capital stock,
consisting of 200 million shares of common stock, par value $0.01 per share, and 25 million shares of preferred stock, par value
$0.01 per share.
Performance Graph
The following graph shows a comparison of cumulative total returns for an investment in our common stock, the S&P 500
Composite Index, and the Dow Jones Transportation Index. It covers the period commencing December 31, 2018 and ending
December 31, 2023. The graph assumes that the value for the investment in our common stock and in each index was $100 on
December 31, 2018.
Comparative of Cumulative Total Return
December 31, 2018 through December 31, 2023
among Wabash National Corporation, the S&P 500 Index,
and the Dow Jones Transportation Index
$225
$200
$175
$150
$125
$100
$75
2018
2019
2020
2021
2022
2023
Wabash National
S&P 500 Index
DJ Transportation Index
Base Period
December 31,
Indexed Returns
Years ended December 31,
Company/Index
Wabash National Corporation
S&P 500 Index
Dow Jones Transportation Index
2018
$100.00
$100.00
$100.00
2019
$115.46
$128.88
$118.87
2020
$137.31
$149.83
$136.38
2021
$158.15
$190.13
$179.69
2022
$185.69
$153.16
$146.03
2023
$213.07
$190.27
$173.37
33
Purchases of Our Equity Securities
On February 15, 2024, we announced that our Board of Directors approved the repurchase of an additional $150 million in
shares of common stock over a three-year period. This authorization was an increase to the previous $150 million repurchase
program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February
2017, and February 2016. The repurchase program is set to expire in February 2027. Stock repurchases under this program may
be made in the open market or in private transactions at times and in amounts determined by us. During the fourth quarter of
2023, there were 904,899 shares repurchased pursuant to our repurchase program. As of December 31, 2023, $38.5 million
remained available under the program. Additionally, for the quarter ended December 31, 2023, there were 364 shares
surrendered or withheld to cover minimum employee tax withholding obligations generally upon the vesting of restricted stock
awards.
Period
October 2023
November 2023
December 2023
Total
Total Number of
Shares Purchased
361,644
342,899
200,720
905,263
$
$
$
$
Average Price
Paid per Share
21.32
21.44
25.14
22.21
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
Maximum Amount That May
Yet Be Purchased Under the
Plans or Programs
($ in millions)
361,280
342,899
200,720
904,899
$
$
$
$
51.1
43.6
38.5
38.5
ITEM 6—RESERVED
34
ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that
we consider to be important to understanding the results of our operations for each of the two years in the period ended
December 31, 2023, and our capital resources and liquidity as of December 31, 2023. Our discussion begins with our
assessment of the condition of the North American trailer industry along with a summary of the actions we have taken to
strengthen the Company. We then analyze the results of our operations for the last two years, including trends in the overall
business and our operating segments, followed by a discussion of our cash flows and liquidity, capital market events, our debt
obligations, and our contractual commitments. We conclude with a review of critical accounting judgments and estimates and
information on recent accounting pronouncements that we adopted during the year, if any, as well as those not yet adopted that
may have an impact on our financial accounting practices, if any.
For discussion of results of operations for the year ended December 31, 2022 compared to the results of operations for the year
ended December 31, 2021, see Part II, Item 7,—”Management's Discussion and Analysis of Financial Condition and Results of
Operations” of our 2022 Annual Report on Form 10-K, filed with the SEC on February 23, 2023.
Executive Summary
The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total
United States trailer production levels for 2023 of approximately 311,000 and 322,000, respectively, which represents an
increase of approximately 0.8% and 4.4%, respectively, from 2022 production levels.
Current estimates from ACT and FTR for 2024 United States trailer production are 254,000 and 240,000, respectively,
representing decreases from 2023 of approximately 18.2% and 25.5%, respectively. These estimates are generally in-line with
our expectations as trailer manufacturers manage a softening of 2024 demand compared to previous years.
In addition, ACT is forecasting annual new trailer production levels for 2025, 2026, 2027, and 2028 of approximately 291,000,
296,000, 309,000, and 300,000, respectively. These estimates are generally more consistent with historical trailer industry
production levels, and in some years higher than historical production levels. However, overall economic uncertainty and
softening demand in the industry for certain of our products could continue to impact these estimates. This uncertainty and
softening are evident in the ACT and FTR forecasts, particularly for 2024 production. However, we believe that our strategic
plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry
and demand environment due to our strong balance sheet, liquidity profile, and diversification.
Despite uncertainty over the past several years due to the COVID-19 pandemic and related impacts, primarily centered around
supply chain disruptions and labor shortages, we have maintained a solid position from a liquidity perspective. While we are
focused in the near-term on executing on demand that has fallen back to a more normalized environment, we continue to work
on strategic initiatives to profitably grow the Company in the long-term. In 2023, we added 20% more dry van manufacturing
capacity which we believe will allow us to go-to-market with a portfolio-based selling approach that leverages the breadth of
our products. We have also created more points of connection with our customers with greater focus on Parts & Services as
well as innovative offerings like Trailers as a Service that allow us to add recurring, longer-term value beyond an initial
transaction. These advancements have not only deepened our customer engagement but have also enriched our collaborations
with supplier and technology partners. We have solidified specific partnerships that are enabling us to grow our recurring
revenue within the transportation, logistics and distribution ecosystem. Our Wabash Parts joint venture rapidly established
significant distribution capabilities that allow our dealer network efficient access to our comprehensive portfolio of aftermarket
parts. Fernweh Group is now playing a crucial role in advancing our digital capabilities, which aim to revolutionize the online
experience for our dealers, traditional and non-traditional suppliers of both parts and services and a broad set of customers
spanning across the vast transportation and logistics landscape.
The Company’s record operating performance throughout 2023 highlights the success of our adaptability, balanced growth, and
diversification, all of which are driven by our long-term strategic plan to transform the Company into the visionary leader of
connected solutions for the transportation, logistics, and distribution industries. In December 2023, Wabash was named to
Forbes list of America’s Most Successful Small-Cap Companies 2024. Operating income in 2023 totaled a Wabash record
$311.9 million and operating margin was 12.3%, both of which are significant increases from 2022 driven in part by record
sales and strong demand for our products. Additional discussion related to financial results are included in the “Results of
Operations” section below.
35
In addition to our commitment to sustain profitable growth within each of our existing reporting segments, our long-term
strategic initiatives include a focus on diversification efforts, both organic and strategic, to continue to transform Wabash into a
lean, visionary leader of connected solutions with a higher growth and margin profile to successfully deliver a greater value to
our shareholders. Our strategy is centered around our ability to scale core competencies by growing in and around core markets
with known customers—this strategy is evidenced by our multi-year order agreement with J.B. Hunt Transport Inc., which we
announced in January 2023.
Key strategic initiatives include, but are not limited to, cold chain, recurrent revenue, and logistics network efficiency. Our
ability to generate solid margins and cash flows and a healthy balance sheet should position the Company with ample resources
to (1) fund our internal capital needs to support both organic growth and productivity improvements, (2) optimize our debt
leverage and other financial ratios, (3) return capital to shareholders, and (4) selectively pursue strategic acquisitions. We will
continue our internal effort to strategically identify potential acquisition or partnership targets that we believe can create
shareholder value and accelerate our growth and diversification efforts, while leveraging our strong competencies in
manufacturing execution, sourcing and innovative engineering leadership to assure strong value creation. Organically, our focus
is on profitably growing and diversifying our operations through leveraging our existing assets, capabilities, and technology
into higher margin products and markets and thereby providing value-added customer solutions.
Throughout 2023, we demonstrated our commitment to be responsible stewards of the business by maintaining a balanced
approach to capital allocation. Our operational performance, healthy backlog, industry outlook, and financial position provided
us the opportunity to take specific actions as part of the ongoing commitment to prudently manage the overall financial risks of
the Company, returning capital to our shareholders, and deleveraging our balance sheet. These actions included repurchasing
$66.6 million (inclusive of excise tax) of common stock under the share repurchase program approved by our Board of
Directors and paying dividends of $15.9 million. In addition, as further described in the “Liquidity and Capital Resources”
section below, in September 2022 we amended our Revolving Credit Agreement. The amendment increased the total credit
facility to $350 million, extended the maturity to September 2027, which is the nearest maturity date of our long-term debt, and
as of December 31, 2023, there were no amounts outstanding under the Revolving Credit Agreement. During the fourth quarter
of 2023, our credit rating was upgraded by Moody’s which followed another upgrade by S&P earlier in the year. Collectively,
these actions demonstrate our confidence in the financial outlook of the Company and our ability to generate cash flow, both
near and long term, and reinforce our overall commitment to deliver shareholder value while maintaining the flexibility to
continue to execute our strategic plan for profitable growth and diversification.
In addition to overall industry risks, there are downside risks relating to issues with both the domestic and global economies,
including the housing, energy, and construction-related markets in the U.S. Other potential risks as we proceed into 2024
primarily relate to the fact that we rely on a limited number of suppliers for certain key components and raw materials in the
manufacturing of our products, including tires, landing gear, axles, suspensions, aluminum extrusions, chassis and specialty
steel coil. While we have taken actions to mitigate certain of these risks, which include our previously announced supply
agreements with Hydro, Ryerson and Rockland Flooring, at current and expected demand levels, there may be additional or
increased shortages of supplies of raw materials or components which would have an adverse impact on our ability to meet
demand for our products. Despite these risks, we believe we are well positioned to capitalize on a historically normalized
overall demand level while maintaining or growing margins through improvements in product pricing as well as productivity
and other operational excellence initiatives.
As we enter 2024, we will continue to adjust to changes in the current environment, preserve the strength of our balance sheet,
prioritize the safety of our employees, and ensure the liquidity and financial well-being of the Company. We believe we remain
well-positioned for both near-term and long-term success in the transportation, logistics, and distribution industries because: (1)
our core customers are among the major participants in these industries; (2) our technology and innovation provides value-
added solutions for our customers by reducing operating costs,
improving revenue opportunities, and solving unique
transportation problems; (3) our Wabash Management System (“WMS”) principles and processes and enterprise-wide lean
efforts drive focus on the interconnected processes that are critical for success across our business; (4) our significant brand
recognition, presence throughout North America, and the utilization of our extensive dealer network to market and sell our
products; and (5) our One Wabash approach to create a consistent, superior experience for all customers who seek our
connected solutions in the transportation, logistics, and distribution markets. By continuing to be an innovation leader in the
transportation, logistics, and distribution industries we expect to leverage our existing assets and capabilities into higher margin
products and markets by delivering connected value-added customer solutions.
Operating Performance
We generally measure our operating performance in five key areas – Safety/Morale, Quality, Delivery, Cost Reduction, and
Environment. We maintain a continuous improvement mindset in each of these key performance areas.
36
Safety/Morale. The safety of our employees is our number one priority. We demonstrate this core value by working on
innovations to protect the people who operate our equipment and partnering with others to promote higher standards in
transportation and manufacturing. We continually focus on reducing the severity and frequency of workplace injuries to create a
safe environment for our employees and minimize workers compensation costs. We believe that our improved environmental,
health, and safety management translates into higher labor productivity and lower costs as a result of less time away from work
and improved system management. See the “Human Capital Resources and Management” section in Part I, Item 1, "Business"
of this Annual Report on Form 10-K for additional detail on our commitment to safety and human capital.
Quality. Our commitment to quality and safety is backed by a robust concern reporting system and associated processes. Any
Wabash employee can report a potential safety-related concern that could cause unreasonable risk of harm to our customers.
Potential or reported safety concerns are routed to a cross-functional Product Safety Team that includes members from Quality,
Warranty, Engineering, Sales and Strategic Sourcing. The Product Safety Team investigates submissions and serves as an initial
filter of potential safety issues. Issues that need to be escalated are sent to the Product Safety Council, which consists of
executive team members who will coach and give final direction to the Product Safety Team. We monitor product quality on a
continual basis through a number of means for both internal and external performance as follows:
▪
▪
Internal performance. Key process indicators for our quality measurement include both First Time Quality (“FTQ”)
and Defects Per Unit (“DPU”). FTQ is a performance metric that measures the impact of all aspects of the business on
our ability to ship our products at the end of the production process and DPU is a measurement of defects found at the
end of the production process. As with previous years, the expectations of the highest quality product continue to
increase while maintaining FTQ performance and reducing rework. In addition, we currently maintain ISO 9001
registrations at our Lafayette, Indiana (since 2012) and Cadiz, Kentucky facilities (since 2014).
External performance. We actively track our warranty claims and costs to identify and drive improvement
opportunities in quality and reliability. Early life-cycle warranty claims for our van trailers are trended for performance
monitoring. Using a unit-based warranty reporting process to track performance and document failure rates, early life-
cycle warranty units per 100 van trailers shipped averaged approximately 1.8, 1.5, and 1.9 units in 2023, 2022 and
2021, respectively. Continued low claim rates have been driven by our successful execution of continuous
improvement programs centered on process variation reduction and responding to the input from our customers. We
expect that these activities will continue to drive down our total warranty cost profile.
In addition to managing a robust quality management system for Wabash’s operations for internal and external performance, we
expect all direct and indirect suppliers to meet certain standards of quality, engineering, delivery, and management. Our
supplier audit process is a comprehensive assessment performed at the supplier’s facility focusing on their system capabilities
and how they measure to Wabash’s established requirements. Based on a supplier’s overall rating, action plans are developed to
identify improvement opportunities, corrective actions, and timelines to ensure proper closure.
Delivery/Productivity. We measure productivity on many fronts. Some key indicators include production line throughput, labor
hours per trailer or truck body, labor cost as a percentage of revenue, scrap rates, and inventory levels. Improvements over the
last several years in these areas have translated into significant improvements in our ability to better manage inventory flow,
control costs, and analyze material and contribution margins.
▪
▪
▪
During the past several years, we have focused on productivity enhancements across all of our product lines within
manufacturing assembly and sub-assembly areas through developing the capability for mixed model production.
Through deployment of the Wabash Management System (“WMS”), all of our business reporting segments have
focused on increasing velocity at all our manufacturing locations. We have engaged in extensive lean training and over
the last three years have deployed purposeful capital to accelerate our productivity initiatives.
Our manufacturing leadership teams have developed competencies to isolate process constraints, and then address
those constraints through multiple avenues that drive additional throughput and cost reductions.
Cost Reduction and our Operating System. The WMS allows us to develop and scale high standards of excellence across the
organization. We believe in our One Wabash approach and standardized processes to drive and monitor performance inside our
manufacturing facilities. Continuous improvement is a fundamental component of our operational excellence focus. Our focus
on leveraging One Wabash and the WMS mindset across the Company, for example, has allowed us to make strides in all areas
of manufacturing including safety, quality, on-time delivery, cost reduction, employee morale, and environment. We continue
to maintain focus on continuous improvement. In the past several years, we made adjustments throughout our processes to align
variable and fixed costs with capacity and created leaner internal processes in multiple areas. In addition, we continued to invest
capital in our processes to reduce variable cost, lowered inherent safety risk in our processes, improved overall consistency in
our manufacturing processes, and maintained our assets to capitalize on any economic and/or industry upswings.
37
Environment. We have been on a sustainability journey since the Company’s inception. Uniquely incentivized to improve
product designs by utilizing new composite materials to reduce the weight and improve the durability of our products, we are a
leader in creating value for customers by facilitating improved fuel efficiency and ensuring the quality and longevity of our
equipment. We commit to our employees, customers and shareholders 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. Energy conservation efforts are another critical part of our commitment to continuous improvement and
environmental stewardship, and we require energy conservation efforts across all of our facilities. This policy includes
improving operational efficiency as well as upgrading to energy-conserving equipment where possible.
We demonstrate our commitment to sustainability by maintaining ISO 14001 registration of our Environmental Management
System at our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In 2005, our
Lafayette, Indiana facility was one of the first trailer manufacturing operations in the world to be ISO 14001 registered. Being
ISO 14001 registered requires us to demonstrate quantifiable and third-party verified environmental improvements. In addition,
our San José Iturbide, Mexico facility was recognized with Clean Industry certification from Mexico’s Federal Agency of
Environmental Protection for adhering to environmental care in its manufacturing processes.
During 2022, our recycling programs and use of recycled materials saved 346,000 cubic yards of landfill space (an increase of
49,000, or 17%, from 2021), 85,700,000 kilowatt-hours of electricity (an increase of 21,400,000, or 33%, from 2021), 83,000
metric tons of greenhouse gas emissions (an increase of 26,300, or 46%, from 2021), and 38,000 mature trees (an increase of
6,800, or 22%, from 2021). In addition, in December 2023 we were recognized among Newsweek’s America’s Most
Responsible Companies 2024.
Additionally, Wabash views remanufacturing as an opportunity to help customers extend the useful life of their equipment,
which reduces the amount of raw materials needed to produce new machinery. In 2022, revenue from remanufacturing totaled
approximately $10.4 million.
In addition, manufacturers across multiple industries choose our proprietary DuraPlate® composite technology for its versatility
and strength. Each DuraPlate® panel and product contains between 15% and 30% post-consumer resin (“PCR”). By using PCR
in the manufacture of DuraPlate®, Wabash has diverted more than 1.7 billion plastic bottles from landfills including 130 million
bottles in 2022. Furthermore, at the end of the product lifespan, DuraPlate® is 100% recyclable.
Our annual Corporate Responsibility Report is available on our website (ir.onewabash.com) and references the ongoing
environmental, social, and governance (“ESG”) initiatives that demonstrate our commitment to sustainability and social
responsibility. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into
this Annual Report on Form 10-K unless expressly noted.
Industry Trends
Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $940.8 billion industry
in 2022, representing approximately 81% of the total U.S. transportation industry revenue. From a financial (e.g., value)
industry perspective, this represents an increase of approximately 7.5% from ATA’s 2021 estimate and is consistent with the
prior year as a percentage of the total U.S. transportation industry revenue (81% in both 2022 and 2021). Furthermore, ATA
estimates that approximately 72.6% of all domestic freight tonnage in 2022 was carried by trucks, and 327.5 billion miles were
traveled by registered trucks in 2021. Trailer demand is a direct function of the amount of freight to be transported. To monitor
the state of the industry, we evaluate a number of indicators related to trailer manufacturing and the transportation industry.
Recent trends we have observed include the following:
Transportation / Trailer Cycle. The trailer industry generally follows the transportation industry cycles. Data related to new
trailer shipments over the last nine years is shown below.
2015
2016
2017
2018
2019
2020
2021
2022
2023
New Trailer Shipments
308,000
286,000
290,000
323,000
328,000
210,000
265,000
302,000
311,000
Year-Over-Year Change (%)
14 %
(7)%
1 %
11 %
2 %
(36)%
26 %
14 %
3 %
The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total
United States trailer production levels for 2023 of approximately 311,000 and 322,000, respectively, which each represent an
increase of approximately 0.8% and 4.4%, respectively, from 2022 production levels.
Current estimates from ACT and FTR for 2024 United States trailer production are 254,000 and 240,000, respectively,
representing a decrease from 2023 of approximately 18.2% and 25.5%, respectively. These estimates are generally in-line with
our expectations as trailer manufacturers manage a softening 2024 demand compared to previous years.
38
In addition, ACT is forecasting annual new trailer production levels for 2025, 2026, 2027, and 2028 of approximately 291,000,
296,000, 309,000, and 300,000, respectively. These estimates are generally more consistent with historical trailer industry
production levels, and in some years higher than historical production levels. However, overall economic uncertainty and
softening demand in the industry for certain of our products could continue to impact these estimates. This uncertainty and
softening are evident in the ACT and FTR forecasts, particularly for 2024 production. However, we believe that our strategic
plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry
and demand environment due to our strong balance sheet, liquidity profile, and diversification.
Transportation Regulations and Legislation. There are several different areas within both federal and state government
regulations and legislation that are expected to have an impact on trailer demand, including:
▪
▪
▪
▪
▪
▪
▪
On July 15, 2022, the National Highway Traffic Safety Administration (“NHTSA”) issued the final rule to upgrade
Federal Motor Vehicle Safety Standard (“FMVSS”) No. 223, ‘‘Rear impact guards,’’ and FMVSS No. 224, ‘‘Rear
impact protection,’’ which together provide protection for occupants of passenger vehicles in crashes into the rear of
trailers. This final rule adopts requirements of Canada Motor Vehicle Safety Standard (“CMVSS”) No. 223, ‘‘Rear
impact guards’’ for energy absorption, loadings, and the definition for rear extremity. Additionally, it defines an
acceptable elimination of load path during the energy absorption test. The final rule became effective on January 11,
2023, with a compliance date of July 15, 2024. The majority of our trailer products comply with the final rule, while
certain tank trailer configurations are being validated to ensure compliance by July 2024 when the rule becomes
effective.
On May 14, 2022, the Canadian Department of the Environment announced an interim order delaying the trailer
portions of Canada’s greenhouse gas regulations (“GHG2”) until mid-2024 at the earliest, essentially following the
California Air Resource Board (“CARB”) who will provide at least a six-month notice prior to commencement of
enforcing GHG2. This rule mirrored the EPA GHG2 regulations and would only apply to Wabash trailers registered in
Canada.
In December 2017, the CARB unveiled its own proposal for new greenhouse gas standards for medium- and heavy-
duty trucks and trailers that operate in California. On September 27, 2018, CARB approved for adoption the California
Phase 2 GHG regulation. That regulation largely aligns California’s GHG emission standards and test procedures with
the federal Phase 2 GHG emission standards and test procedures, however it would remain applicable to Wabash
trailers registered in the state of California. The CARB requirements to be met for model years 2021, 2024, and 2027
become progressively more stringent and are driven by tire rolling resistance and pressure monitoring, aerodynamic
drag, and weight—all of which effect CO2 emissions.
On December 3, 2019, CARB issued an official advisory notifying trailer manufacturers that CARB will be
suspending enforcement of GHG2 trailer requirements and will provide at least a six-month written notice prior to
commencement of enforcing GHG2. CARB continues to process and approve voluntary applications during the
suspension period. If we were to receive CARB’s six-month advance notice of enforcement, more stringent van trailer
standards would become effective in model year 2024 and model year 2027—requiring more advanced fuel efficiency
technologies, such as rear boat tails and higher percentage improvement side skirts and tires. (While CARB’s 2021
requirements remain intact, they are not enforced—however, if we were to receive the six-month advance notice of
enforcement prior to 2024, the 2021 objectives would become the requirement.) CARB continues to suspend
enforcement as a six-month written notice has not been issued. We will continue preparations to become compliant if
and when official notice has been received for commencement of the regulation.
CARB Advanced Clean Fleet (“ACF”) legislation sets requirements for organizations to reduce the overall emissions
of the vehicle fleets they operate. These standards apply to fleets owned and operated by Wabash at the Moreno Valley
and Perris, California facilities. ACF also affects many Wabash customers who own and operate fleets in California
and is expected to increase demand for electric vehicles over the next 10 years as the requirements are ramped up.
CARB’s Advanced Clean Truck regulations impact the truck body chassis manufacturers that supply to Wabash by
setting an annual zero emission sales requirement. This regulation is expected to drive larger market penetration of
electric commercial trucks over the next 10 years as requirements are ramped up.
In 2024, CARB zero-emissions Transport Refrigeration Unit (“TRU”) rules become effective. Like ACF, these
requirements impact Wabash customers and will drive greater demand for electric TRUs that are installed on Wabash
vehicles.
39
▪
▪
EPA’s American Innovation and Manufacturing Act
(“AIM”) continues to phase-down the production and
consumption of hydrofluorocarbons (“HFCs”) in the United States. The AIM Act currently mandates that EPA provide
Wabash with application-specific allowances to manufacture EcoNex™ Technology products. Such allowances
operate to increase certainty that HFCs are made available to Wabash during the time that the application-specific
provisions are active.
Updates to the proposed CARB 2024 Heavy-Duty Engine and Vehicle Omnibus regulation provided greater flexibility
to chassis manufacturers for 2024–2026 engine model years. While this should help OEMs as they develop near-term
engine updates, OEMs will be required to comply with 2027 emission regulations in the long-term. While the number
of chassis manufacturers registering EVs continued to grow (albeit largely in the traditional OEM space), hydrogen
fuel cell manufacturers also started to register. While the numbers were small (primarily testing and over-the-road
applications), this was a positive sign for the future of work trucks.
Other Developments. Other developments and potential impacts on the industry include:
▪ While EPA and NHTSA are unable to regulate trailers due to a previous ruling, which reduces the risk to trailer
manufacturers in the near term, CARB continues to seek additional states to join their position in attempting to drive
regulation at the state level.
▪ While we believe the need for trailer equipment will be positively impacted by the legislative and regulatory changes
addressed above, these demand drivers could be offset by factors that contribute to the increased concentration and
density of loads.
▪
Trucking company profitability, which can be influenced by factors such as fuel prices, freight tonnage volumes, and
government regulations, is highly correlated with the overall economy of the U.S.; carrier profitability significantly
impacts demand for, and the financial ability to, purchase new trailers.
▪ We expect that the majority of freight in our industry will continue to be moved by truck and, according to ATA, total
freight transportation revenue is expected to increase from an estimated $1.04 trillion in 2022 to $1.51 trillion in 2034.
▪
▪
▪
The expected transition from diesel tractors (and their coolant systems) to electric or fuel cell vehicles changes how
heated or cooled trailers can regulate temperature. This creates a market need for alternate heating and cooling
solutions.
The impacts of the continued near-shoring trend should be positive for trucking. It will continue to impact current
supply chain routes, with possible movement of logistics hubs.
Oversupply of refrigerated trailers in 2022-2023 has led to a surplus of inventory in the market, which will put
downward pressure on supply for the majority of 2024. The long-term outlook of the market still remains strong, and
there is expected to be a return to normal levels by the end of 2024.
40
Results of Operations
The following table sets forth certain operating data as a percentage of net sales for the periods indicated:
Net sales
Cost of sales
Gross profit
General and administrative expenses
Selling expenses
Amortization of intangibles
Impairment and other, net
Income from operations
Interest expense
Other, net
Other expense, net
Loss from unconsolidated entity
Income before income taxes
Income tax expense
Net income
Years Ended December 31,
2022
100.0 %
87.1 %
12.9 %
2023
100.0 %
80.4 %
19.6 %
2021
100.0 %
89.1 %
10.9 %
5.8 %
1.0 %
0.5 %
— %
12.3 %
(0.8)%
0.1 %
(0.6)%
— %
11.6 %
2.5 %
9.1 %
4.5 %
1.1 %
0.6 %
— %
6.7 %
(0.8)%
— %
(0.8)%
— %
5.9 %
1.3 %
4.5 %
4.9 %
1.3 %
1.3 %
1.5 %
1.9 %
(1.3)%
(0.5)%
(1.8)%
— %
0.1 %
— %
0.1 %
41
2023 Compared to 2022
Net Sales
Net sales in 2023 increased $34.4 million, or 1.4%, compared to 2022. By business segment, net sales prior to intersegment
eliminations and related trailer units sold were as follows (dollars in thousands):
Sales by Segment
Transportation Solutions
Parts & Services
Eliminations
Total
New Units Shipped
Trailers
Truck bodies
Total
Used Units Shipped
Trailers
Year Ended December 31,
Change
2023
2022
Amount
%
(prior to elimination of intersegment sales)
$ 2,338,604
$ 2,320,914
$
220,873
(22,977)
193,476
(12,261)
17,690
27,397
0.8%
14.2%
$ 2,536,500
$ 2,502,129
$
34,371
1.4%
(units)
44,450
16,070
60,520
(units)
90
52,210
14,800
67,010
(7,760)
(14.9%)
1,270
(6,490)
8.6%
(9.7%)
95
(5)
(5.3%)
TS segment sales, prior to the elimination of intersegment sales, were $2,338.6 million in 2023, an increase of $17.7 million, or
0.8%, compared to 2022. The increase in sales was primarily due to higher revenue per trailer unit along with an increase in
truck body shipments. Trailers shipped in 2023 decreased ### as 44,450 trailers were shipped in 2023 compared to 52,210
trailer shipments in 2022. New truck bodies shipped during 2023 totaled 16,070 compared to 14,800 truck bodies in prior year,
an increase of 8.6% primarily due to strong demand. The decrease in trailer shipments was primarily driven by our previously
announced intentional ramp-down of manufacturing conventional refrigerated van trailers and fewer dry van shipments. While
new trailer shipments decreased from the prior year period, higher revenue per new trailer unit along with the increase in truck
body shipments and truck body revenue per unit resulted in an overall increase in new trailer and truck body revenue. The
increases were primarily due to increased pricing to account for inflation, our curated customer portfolio, and improved pricing
processes.
P&S segment sales, prior to the elimination of intersegment sales, were $220.9 million in 2023, an increase of $27.4 million, or
14.2%, compared to 2022. The overall increase in sales was primarily attributable to a $16.6 million increase in our upfitting
solutions and services businesses based on strong demand for these offerings. There was also an increase in sales within our
Engineered Products business of approximately $10.8 million, which was largely due to product mix and higher revenue per
the Wabash Parts LLC parts and distribution entity had higher sales in the current year period of
unit. In addition,
approximately $7.9 million, which was primarily attributable to the fact that the entity was established with our partner during
the second quarter of 2022 as further described in Note 6 in the Notes to Consolidated Financial Statements.
Cost of Sales
Cost of sales was $2,038.3 million in 2023, a decrease of $141.1 million, or 6.5%, compared to 2022. Cost of sales is comprised
of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses, including
direct and indirect labor, outbound freight, overhead expenses, and depreciation.
TS segment cost of sales was $1,898.7 million in 2023, a decrease of $144.3 million, or 7.1%, compared to 2022. The decrease
in cost of sales, which was primarily driven by lower shipment volumes, was due to a decrease in materials costs of $160.8
million, or 11.0%, along with a decrease in certain other manufacturing costs. These decreases were partially offset by an
increase in labor and employee-related costs of approximately $15.0 million as well as an increase in operating supplies and
maintenance and repairs costs totaling approximately $13.3 million.
42
P&S segment cost of sales, prior to the elimination of intersegment sales, was $162.6 million in 2023, an increase of $13.9
million, or 9.4%, compared to 2022. The increase in cost of sales for this segment was due in part to an increase in materials
costs of approximately $4.4 million, or 3.9%. In addition, there was an increase in labor and employee-related costs of
approximately $5.1 million, and an increase in outside services, freight, and lease/rent costs of approximately $2.4 million in
the aggregate.
Gross Profit
Gross profit was $498.2 million in 2023, an increase of $175.5 million, or 54.4% from 2022. Gross profit as a percentage of
sales, or gross margin, was 19.6% in 2023 as compared to 12.9% in 2022. Gross profit by segment was as follows (in
thousands):
Gross Profit by Segment
Transportation Solutions
Parts & Services
Corporate and Eliminations
Total
Year Ended December 31,
Change
2023
2022
$
%
$
439,864
$
277,842
$
162,022
58,323
—
44,849
—
13,474
—
58.3%
30.0%
$
498,187
$
322,691
$
175,496
54.4%
TS segment gross profit was $439.9 million in 2023 compared to $277.8 million in 2022, an increase of $162.0 million. Gross
profit, as a percentage of net sales prior to the elimination of intersegment sales, was 18.8% in 2023 as compared to 12.0% in
2022, an increase of 6.8%. The overall increase in gross profit from the prior year period was primarily driven by an increase in
our dry van products of approximately $95.2 million. In addition, our truck bodies, tank trailers, and platforms had increases
from the prior year period. Each of these increases, as well as the increase in gross profit as a percentage of net sales, was
primarily attributable to higher revenue per new trailer unit and truck body due to increased pricing to account for inflation, our
curated customer portfolio, and improved pricing processes.
P&S segment gross profit was $58.3 million in 2023 compared to $44.8 million in 2022. Gross profit, as a percentage of net
sales prior to the elimination of intersegment sales, was 26.4% in 2023 compared to 23.2% in 2022, an increase of 3.2%. The
overall increase in gross profit was primarily related to an increase within our Engineered Products business of approximately
$6.1 million. In addition, our upfitting solutions and services businesses increased approximately $4.7 million from the prior
year period on strong demand for these offerings. Finally, our Composites business, which focuses on the use of DuraPlate®
composite panels beyond the semi-trailer market, increased approximately $2.4 million compared to the prior year period due in
part to increased pricing.
General and Administrative Expenses
General and administrative expenses were $146.7 million in 2023, an increase of $33.6 million, or 29.7%, compared to 2022.
The increase from the prior year period was due in part to an increase of approximately $18.3 million in professional fees and
outside services costs, which includes the estimated liability for the Matters, as defined and further described in Note 14 in the
Notes to Consolidated Financial Statements. There was also an increase in general and administrative employee-related costs,
including benefits and incentive programs, of approximately $12.0 million. In addition, maintenance and repairs expense and
lease/rental costs increased in total by approximately $2.7 million. As a percentage of sales, general and administrative
expenses were 5.8% for the 2023 period as compared to 4.5% for the same period of 2022. The overall increase in general and
administrative expenses as a percentage of net sales was primarily attributable to the increase in professional and outside
services costs and employee-related costs, which outpaced the increase in sales.
Selling Expenses
Selling expenses were $26.5 million in 2023, a decrease of $0.5 million, or 2.0%, compared to 2022. The decrease was
primarily attributable to a decrease in advertising and promotional expense of approximately $1.6 million, which is due in part
to expenses incurred during the 2022 period related to our Ignite Conference. In addition, there was a decrease in professional
fees and outside services costs of approximately $1.4 million. These decreases were partially offset by an increase in sales
employee-related costs, including benefits and incentive programs, of approximately $1.6 million. There was also an increase in
our reserve for expected credit losses and travel-related expenses totaling approximately $0.8 million. As a percentage of net
sales, selling expenses were 1.0% in 2023 compared to 1.1% in 2022. The overall decrease in selling expenses as a percentage
of net sales was primarily attributable to the increase in sales and the decrease in advertising and promotional expense and
professional fees and outside services costs.
43
Amortization of Intangibles
Amortization of intangibles was $12.8 million in 2023 compared to $15.2 million in 2022. Amortization of intangibles was the
result of expenses recognized for intangible assets recorded from previous acquisitions. The decrease from the prior year period
is related to certain of the intangible assets that became fully amortized during the second quarter of 2022.
Impairment and Other, Net
Impairment and other, net was a net loss of $0.2 million during 2023 and a net loss of $0.7 million during 2022. Activity during
the prior year period primarily related to the impairment of $1.0 million of construction-in-progress projects that were no longer
expected to be completed and the write-off of certain property, plant, and equipment and IT-related assets. These items were
partially offset by the sale of a building (and the related land) as further described in Note 21 in the Notes to Consolidated
Financial Statements, which resulted in a gain of approximately $0.7 million.
Other Income
Interest expense in 2023 totaled $19.9 million compared to $20.5 million in 2022. Interest expense relates to interest and non-
cash accretion charges on our Senior Notes due 2028 and Revolving Credit Agreement. Interest expense in the current year
period was lower than in the 2022 period due to lower average outstanding balances under the Revolving Credit Facility.
Other, net for 2023 represented income of $3.4 million as compared to income of $0.3 million for 2022. Income for both the
current and prior year period primarily relates to interest income.
Income Taxes
We recognized income tax expense of $62.8 million in 2023 compared to income tax expense of $33.7 million in 2022. The
effective tax rate for 2023 was 21.3% compared to 23.0% for 2022. The effective tax rate for both 2023 and 2022 differs from
the U.S. Federal statutory rate of 21% primarily due to the impact of state and local taxes and discrete items, including stock-
based compensation. Net cash paid for income taxes in 2023 was $82.6 million compared to net cash paid during 2022 of $18.3
million.
Liquidity and Capital Resources
Capital Structure
Our capital structure is comprised of a mix of debt and equity. As of December 31, 2023, our debt-to-equity ratio was
approximately 0.7:1.0. Our long-term objective is to generate operating cash flows sufficient to support the growth within our
businesses and increase shareholder value. This objective will be achieved through a balanced capital allocation strategy of
sustaining strong liquidity, maintaining healthy leverage ratios, investing in the business, both organically and strategically, and
returning capital to our shareholders. Our Board of Directors designated a Finance Committee for the primary purpose of
assisting the Board in its oversight of the Company’s capital structure, financing, investment, and other financial matters of
importance to the Company.
Throughout 2023, and in keeping to this balanced approach, we repurchased $66.6 million (inclusive of excise tax) of common
stock under the share repurchase program approved by our Board of Directors and paid dividends of $15.9 million. Also, as
further described below in the “Debt Agreements and Related Amendments” section below, in September 2022 we amended
our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350 million and extended the
maturity to September 2027, which is the nearest maturity date of our long-term debt. As of December 31, 2023, there were no
amounts outstanding under the Revolving Credit Agreement. During the fourth quarter of 2023, our credit rating was upgraded
by Moody’s which followed another upgrade by S&P earlier in the year. Collectively, these actions demonstrate our confidence
in the financial outlook of the Company and our ability to generate cash flow, both near and long term, and reinforce our overall
commitment to deliver shareholder value while maintaining the flexibility to continue to execute our strategic plan for
profitable growth and diversification.
Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to
$516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022, an increase of 29%. The increase from
the prior year is primarily attributable to a higher cash balance at December 31, 2023 due to positive cash flow from operating
activities. For 2024, we expect to continue our commitment to fund our working capital requirements and capital expenditures
from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement (as needed).
Along with these investments, we will also maintain our assets to react to any economic and/or industry changes, while also
responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment to
preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial
well-being of the Company.
44
Debt Agreements and Related Amendments
Senior Notes due 2028
On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of our 4.50% unsecured Senior
Notes due 2028 (the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture dated as of October 6,
2021, by and among us, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National
Association, as trustee (the “Indenture”). The New Senior Notes bear interest at the rate of 4.50% and pay interest semi-
annually in cash in arrears on April 15 and October 15 of each year. The New Senior Notes will mature on October 15, 2028.
At any time prior to October 15, 2024, we may redeem some or all of the New Senior Notes for cash at a redemption price
equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole
premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.
Prior to October 15, 2024, we may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the
principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain
equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New
Senior Notes remain outstanding. On and after October 15, 2024, we may redeem some or all of the New Senior Notes at
redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on
October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15,
2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control
(as defined in the Indenture), unless we have exercised our optional redemption right in respect of the New Senior Notes, the
holders of the New Senior Notes will have the right to require us to repurchase all or a portion of the New Senior Notes at a
price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not
including, the date of repurchase.
The New Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic
restricted subsidiaries, subject to certain restrictions. The New Senior Notes and related guarantees are our and the Guarantors’
general unsecured senior obligations and will be subordinated to all of our and the Guarantors’ existing and future secured debt
to the extent of the assets securing that secured obligation. In addition, the New Senior Notes are structurally subordinated to
any existing and future debt of any of our subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.
Subject to a number of exceptions and qualifications, the Indenture restricts our ability and the ability of certain of our
subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or
redeem, our capital stock or with respect to any other interest or participation in, or measured by, our profits; (iii) make loans
and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate,
merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and
qualifications.
During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard &
Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants
will be suspended and we and our subsidiaries will cease to be subject to such covenants during such period.
The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain
judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the
principal amount of the New Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and
payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy,
insolvency or reorganization occurs. As of December 31, 2023, we were in compliance with all covenants.
The sale of the New Senior Notes resulted in net proceeds of approximately $395 million, after deducting financing fees and
other offering expenses. We used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the
increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025, to repay
in full the $108.8 million of outstanding borrowings under the term loan credit agreement entered into on September 28, 2020
(the “New Term Loan Credit Agreement”) among us, the lenders from time to time party thereto, and Wells Fargo Bank,
National Association, as the administrative agent, and to pay all related fees and expenses. (The New Term Loan Credit
Agreement refinanced and replaced that certain Term Loan Credit Agreement, dated as of May 8, 2012 (as amended, restated,
supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among us, the lenders party
thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent.) Debt extinguishment charges totaling $9.1
million were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025
and the repayment in full of the outstanding borrowings under the New Term Loan Credit Agreement. The loss on debt
extinguishment charges is included in Other, net on our Consolidated Statements of Operations.
45
Contractual coupon interest expense and accretion of fees for the New Senior Notes for the years ended December 31, 2023,
2022 and 2021 were $18.0 million and $0.6 million, $18.0 million and $0.6 million, and $4.3 million and $0.1 million,
respectively.
Contractual coupon interest expense and accretion of discount and fees for the Senior Notes due 2025, which were redeemed in
full during the fourth quarter of 2021 as described above, for the year ended December 31, 2021, was $13.3 million and $0.5
million, respectively.
Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s
Consolidated Statements of Operations.
Revolving Credit Agreement
On September 23, 2022, we entered into the Third Amendment to the Second Amended and Restated Credit Agreement among
us, certain of our subsidiaries as borrowers (together with us, the “Borrowers”), certain of our subsidiaries as guarantors, the
lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended our
existing Second Amended and Restated Credit Agreement, dated as of December 21, 2018 (as amended from time to time, the
“Revolving Credit Agreement”).
Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the
Borrowers with a scheduled maturity date of September 23, 2027. We have the option to increase the total commitments under
the facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more
lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under
the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base
certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by
certain reserves in effect from time to time.
Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million
and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement
bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate plus a
margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending
upon the monthly average excess availability under the Revolving Credit Agreement. The Borrowers are required to pay a
monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and
expenses of the Agent and the lenders.
The Revolving Credit Agreement is guaranteed by certain of our subsidiaries (the “Guarantors”) and is secured by substantially
all personal property of the Borrowers and the Guarantors.
The Revolving Credit Agreement contains customary covenants limiting our ability and certain of our subsidiaries to, among
other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge,
dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, we will be required to maintain
a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess
availability under the Revolving Credit Agreement is less than the greater of (a) 10% of the lesser of (i) the total revolving
commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of December 31, 2023,
we were in compliance with all covenants.
If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for
three consecutive business days, or if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’
deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and
applied to reduce the outstanding amounts under the facility.
The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the
lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In
addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations
under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit
Agreement would automatically become due and payable.
Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted
to $516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022, an increase of $114.9 million (or
29%). The increase from the prior year is primarily attributable to a higher cash balance due to favorable cash flow from
operations.
During the year ended December 31, 2023, we had payments of principal of $104.2 million and borrowings of principal of
$104.2 million under the Revolving Credit Agreement, and as of December 31, 2023, there were no amounts outstanding.
46
During the year ended December 31, 2022, we had net payments of principal of $130.6 million and net borrowings of principal
of $97.6 million under the Revolving Credit Agreement, and as of December 31, 2022, there were no amounts outstanding.
Interest expense under the Revolving Credit Agreement for the years ended December 31, 2023, 2022, and 2021, was
approximately $0.9 million, $1.7 million, and $0.6 million, respectively. Interest expense under the Revolving Credit
Agreement is included in Interest expense on the Company’s Consolidated Statements of Operations.
New and Old Term Loan Credit Agreements
As described above, in October 2021, we used the net proceeds of the New Senior Notes and a portion of the $50 million draw
from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding
borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the
second quarter of 2021, we made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges
of approximately $0.5 million. The extinguishment charges are included in Other, net in the Consolidated Statements of
Operations.
For the year ended December 31, 2021, under the New Term Loan Credit Agreement we paid interest of $3.9 million. For the
year ended December 31, 2021, we incurred charges of $0.2 million for amortization of fees and original issuance discount,
which are included in Interest expense in the Consolidated Statements of Operations.
Cash Flow
2023 Compared to 2022
Cash provided by operating activities for 2023 totaled $319.6 million, compared to cash provided by operating activities of
$124.1 million in 2022. The cash provided by operations during the current year was the result of net income adjusted for
various non-cash activities, including depreciation, amortization, deferred taxes, stock-based compensation, and a $42.1 million
decrease in our working capital. Changes in key working capital accounts for 2023 and 2022 are summarized below (in
thousands):
Source (Use) of cash:
Accounts receivable
Inventories
Accounts payable and accrued liabilities
Net source (use) of cash
2023
2022
Change
$
$
72,587
$
(79,066) $
151,653
(23,765)
5,775
(6,249)
46,085
54,597
$
(39,230) $
(17,516)
(40,310)
93,827
Accounts receivable decreased $72.6 million in 2023 and increased $79.1 million in 2022. Days sales outstanding, a measure of
working capital efficiency that measures the amount of time a receivable is outstanding, was approximately 28 days and 35
days for the year-ended December 31, 2023 and 2022, respectively. The decrease in accounts receivable in 2023 was primarily
due to the decrease in shipments during the second half of 2023 compared to 2022 as well as the timing of shipments and
receipt of customer payments. Inventories increased in 2023 by $23.8 million compared to an increase in 2022 of $6.2 million.
The overall increase in inventory for 2023 was primarily attributable to higher finished goods inventory compared to prior year.
Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per
year, was approximately 6 times in 2023 and 7 times 2022. Accounts payable and accrued liabilities increased $5.8 million in
2023 compared to an increase of $46.1 million for 2022. Days payable outstanding, a measure of working capital efficiency that
measures the amount of time a payable is outstanding, was 29 days in 2023 and 30 days in 2022.
Investing activities used $106.0 million during 2023 compared to $55.3 million used in 2022. Investing activities for 2023
included capital expenditures for property, plant, and equipment of $98.1 million, which was an increase compared to $57.1
million during 2022. In addition, expenditures related to revenue generating assets totaled approximately $5.7 million and
expenditures related to investment in Linq Venture Holdings, LLC totaled approximately $2.5 million, which is further detailed
in Note 6 in the Notes to Consolidated Financial Statements. Cash used in investing activities in 2023 and 2022 was primarily
related to capital expenditures to support growth and improvement initiatives at our facilities. In 2023, investing activities
included $0.2 million proceeds from the sale of assets compared to approximately $1.8 million in 2022.
Financing activities used $92.5 million during 2023 as compared to using $82.3 million during 2022. Net cash used in 2023
primarily relates to common stock repurchases of $76.2 million and cash dividend payments to our shareholders of $15.9
million. Borrowings under our Revolving Credit Agreement totaled $104.2 million which were fully offset by principal,
interest, and unused fee payments made under our Revolving Credit Agreement of $104.2 million. Net cash used in financing
activities in 2022 due in part to net payments on our Revolving Credit Agreement of $33.0 million. We also repurchased
common stock of $34.3 million and paid cash dividends to our shareholders of $16.0 million in 2022.
47
Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to
$516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022, an increase of 29%. The increase from
prior year is primarily attributable to a higher cash balance, a result of higher net cash provided by operating activities in 2023.
Total debt obligations amounted to $400.0 million as of December 31, 2023.
For 2024 and forward, we expect to continue our commitment to fund our working capital requirements and capital
expenditures from net cash provided by operations or available borrowing capacity under the Revolving Credit Agreement (as
needed). Along with these investments, we will also maintain our assets to capitalize on any economic and/or industry
upswings, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current
environment to preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the
liquidity and financial well-being of the Company.
Contractual Obligations and Commercial Commitments
A summary of our contractual obligations and commercial commitments, both on and off-balance sheet, as of December 31,
2023 are as follows (in thousands):
Debt:
Revolving Credit Agreement (due 2027) $
— $
— $
— $
— $
— $
— $
—
2024
2025
2026
2027
2028
Thereafter
Total
Senior Notes due 2028
—
—
—
—
400,000
Interest Payments on Revolving Credit
Agreement (If Any) and Senior Notes
due 20281
Total Debt
Other:
Operating Leases
Total Other
Other Commercial Commitments:
Letters of Credit
Raw Material Purchase Commitments
Chassis Agreements and Programs
Total Other Commercial Commitments
18,000
18,000
18,000
18,000
18,000
18,000
18,000
18,000
18,000
418,000
10,418
10,418
6,002
35,700
28,212
69,914
9,364
9,364
8,310
8,310
4,349
4,349
1,920
1,920
1,066
1,066
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
400,000
90,000
490,000
35,427
35,427
6,002
35,700
28,212
69,914
Total Obligations
$
98,332
$ 27,364
$
26,310
$
22,349
$ 419,920
$
1,066
$ 595,341
1 Future interest payments on variable rate long-term debt (if any) are estimated based on the rate in effect as of December 31, 2023, and only include interest
payments (not unused line fees). However, as of December 31, 2023, there was no variable rate debt (Revolving Credit Agreement) outstanding.
Borrowings under the Revolving Credit Agreement bear interest at a variable rate based on the Secured Overnight Financing
Rate (“SOFR”) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. Any
outstanding borrowings under the Revolving Credit Agreement bear interest at a rate, at our election, equal to (i) adjusted term
SOFR plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case
depending upon the monthly average excess availability under the Revolving Credit Agreement. We are required to pay a
monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and
expenses of our agent and lenders. During the year ended December 31, 2023, we had payments of principal of $104.2 million
and borrowings of principal of $104.2 million under the Revolving Credit Agreement, and as of December 31, 2023, there were
no amounts outstanding.
The Senior Notes due 2028 bear interest at the rate of 4.5% per annum from the date of issuance, payable semi-annually on
April 15 and October 15.
Operating leases represent the total future minimum lease payments for leases that have commenced. As of December 31, 2023,
obligations related to operating leases that we have executed but have not yet commenced were nominal.
We have standby letters of credit totaling $6.0 million issued in connection with workers compensation claims and surety
bonds.
We have $35.7 million in purchase commitments through December 2024 for various raw material commodities, including
aluminum, steel, polyethylene, and nickel, as well as other raw material components which are within normal production
requirements.
48
We obtain vehicle chassis for our specialized vehicle products directly from the chassis manufacturers under converter pool
agreements. Chassis are obtained from the manufacturers based on orders from customers, and to a lesser extent, for
unallocated orders. Although each manufacturer’s agreement has different terms and conditions, the agreements generally state
that the manufacturer will provide a supply of chassis to be maintained from time to time at our various facilities with the
condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of
the agreement. The manufacturer transfers the chassis to us on a “restricted basis” retaining the sole authority to authorize
commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and
pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to
us nor permit us to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although
we are party to related finance agreements with manufacturers, we have not historically settled, nor do we expect to in the
future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the
chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of December 31,
2023, our outstanding chassis converter pool with the manufacturer totaled $27.3 million and has included this financing
agreement on our Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities. All other
chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $0.9 million.
Under these agreements, if the chassis is not delivered to a customer within a specified time frame, we are required to pay a
finance or storage charge on the chassis. Additionally, we receive finance support funds from manufacturers when the chassis
are assigned into our chassis pool. Typically, chassis are converted and delivered to customers within 90 days of our receipt of
the chassis.
The total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing
of tax benefits, was $4.8 million at December 31, 2023. Payment of these obligations would result from settlements with taxing
authorities. Due to the difficulty in determining the timing of settlements, these obligations are not included in the table above.
We do not expect to make a tax payment related to these obligations within the next year that would significantly impact
liquidity.
Significant Accounting Policies and Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United
States. Our significant accounting policies are more fully described in Note 2 of the Notes to Consolidated Financial Statements
in Part II, Item 8 of this Form 10-K.
Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate
assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of
uncertainty. These judgments are based on our historical experience, terms of existing contracts, evaluation of trends in the
industry, information provided by our customers, and information available from other outside sources, as appropriate.
We consider an accounting estimate to be critical if it requires us to make assumptions about matters that were uncertain at the
time we were making the estimate or changes in the estimate or different estimates that we could have selected would have had
a material impact on our financial condition or results of operations.
Legal and Other Contingencies. The outcomes of legal proceedings and claims brought against us and other loss contingencies
are subject to significant uncertainty. We establish legal contingency reserves when we determine that it is probable that a
liability has been incurred and the amount of loss can be reasonably estimated. In determining the appropriate accounting for
loss contingencies, we consider the likelihood of loss or the incurrence of a liability, as well as our ability to reasonably
estimate the amount of loss. We regularly evaluate current information available to us to determine whether an accrual should
be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss
involves significant judgment and such matters are unpredictable. We could incur judgments or enter into settlements for
current or future claims that could materially impact our results of operations.
Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. We review, on at least a quarterly basis, the financial
performance of each business unit for indicators of impairment. In reviewing for impairment indicators, we also consider events
or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence,
competitive activities, and other economic factors. An impairment loss is recognized when the carrying value of an asset group
exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is
the amount by which the carrying value of the asset group exceeds its fair value.
49
Impairment of Trade Name and Trademark Intangible Assets (2021)
As further described in Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, on
January 10, 2022, we completed our review and approval of our plan for rebranding as Wabash®. As part of the planning
process, we assessed our usage of trade names and brand names in connection with the long-term growth strategy as One
Wabash. Under the plan as approved, we no longer use certain trade names or brand names, and predominantly use Wabash (or
variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately
$28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant
reduction in the related useful lives of these assets.
Goodwill. We assess goodwill for impairment at the reporting unit level on an annual basis as of October 1st, after the annual
planning process is complete. More frequent evaluations may be required if we experience changes in our business climate or as
a result of other triggering events that may take place. If the carrying value exceeds fair value, the asset is considered impaired
and is reduced to its fair value.
In assessing goodwill for impairment, we may choose to initially evaluate qualitative factors to determine if it is more likely
than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive,
then an impairment analysis for goodwill is performed at the reporting unit level using a quantitative approach. The quantitative
test is a comparison of the fair value of the reporting unit, determined using a combination of the income and market
approaches, to its recorded amount. If the recorded amount exceeds the fair value, an impairment is recorded to reduce the
carrying amount to fair value, but will not exceed the amount of goodwill that is recorded.
The process of evaluating goodwill for impairment is subjective and requires significant judgment at many points during the
analysis. If we elect to perform an optional qualitative analysis, we consider many factors including, but not limited to, general
economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating
plans, and potential changes to significant assumptions used in the most recent fair value analysis for the reporting unit. When
performing a quantitative goodwill impairment test, we generally determine fair value using a combination of an income-based
approach and a market-based approach. The fair value determination consists primarily of using significant unobservable inputs
(Level 3) under the fair value measurement standards. We believe the most critical assumptions and estimates in determining
the estimated fair value of our reporting units include, but are not limited to, the amounts and timing of expected future cash
flows which is largely dependent on expected EBITDA margins, the discount rate applied to those cash flows, and terminal
growth rates. The assumptions used in determining our expected future cash flows consider various factors such as historical
operating trends and long-term operating strategies and initiatives. The discount rate used by each reporting unit is based on our
assumption of a prudent investor’s required rate of return assuming the risk of investing in a particular company. The terminal
growth rate reflects the sustainable operating income a reporting unit could generate in a perpetual state as a function of revenue
growth, inflation, and future margin expectations.
Annual Goodwill Impairment Test
As of December 31, 2023, goodwill allocated to our TS and P&S segments was approximately $120.5 million and $67.9
million, respectively. For the 2023 annual goodwill impairment test conducted as of October 1st, 2023, the Company chose to
evaluate qualitative factors to determine if it was more likely than not that the fair value of the TS and P&S reporting units were
less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the
qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions,
industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to
significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in
connection with the Company’s segment realignment beginning in September 2021 as further described below). Based on the
analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair
value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were
recorded and a quantitative analysis was not performed.
During the fourth quarters of 2022 and 2021, the Company completed its annual goodwill impairment test using the qualitative
assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its
reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized.
In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, the
Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market
approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of
each reporting unit exceeded its respective carrying value.
50
2021 Segment Realignment
As further described in Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, beginning
in September 2021 we realigned our operating and reportable segments. Based on these changes, we established two operating
and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable
segments were also determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In
accordance with the relevant accounting guidance, we performed a quantitative impairment assessment of goodwill
immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not
result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the
change in segment structure, we reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified
Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair
value allocation approach as required by the relevant accounting guidance.
Goodwill Allocation for Extract Technology® (“Extract”)
As further described in Note 21 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, during
the second quarter of 2021, we sold our Extract business that manufactured stainless steel isolators and downflow booths, as
well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech,
and nuclear end markets. Prior to the divestiture, Extract was an operating unit within the historical Process Systems reporting
unit (which was within the historical DPG segment). In accordance with the relevant accounting guidance, as part of the sale we
allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical
DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net
gain recognized in connection with the sale. Prior to and subsequent to the divestiture, we performed an impairment assessment
for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.
Other
Inflation
Inflation impacts prices paid for labor, materials and supplies. Significant increases in the costs of production or certain
commodities, raw materials, and components could have an adverse impact on our results of operations. As has been our
practice, we will endeavor to offset the impact of inflation through selective price increases, productivity improvements, and
hedging activities. Our ability to mitigate the impact of inflation through selective price increases may be limited by our
backlog in cases of orders without inflation-based price adjustment provisions.
New Accounting Pronouncements
For information related to new accounting standards, see Note 3 of the Notes to Consolidated Financial Statements in Part II,
Item 8 of this Form 10-K.
51
ITEM 7A–QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In addition to the risks inherent in our operations, we have exposure to financial and market risk resulting from volatility in
commodity prices, interest rates, and foreign exchange rates. The following discussion provides additional detail regarding our
exposure to these risks.
Commodity Price Risks
We are exposed to fluctuation in commodity prices through the purchase of various raw materials that are processed from
commodities such as aluminum, steel, lumber, nickel, copper, and polyethylene. Given the historical volatility of certain
commodity prices, this exposure can significantly impact product costs. We manage some of our commodity price changes by
entering into fixed price contracts with our suppliers and through financial derivatives. To the extent that we are unable to offset
the increased commodity costs in our product prices, our results would be materially and adversely affected. As of December 31,
2023, we had $35.7 million in raw material purchase commitments through December 2024 for materials that will be used in the
production process, as compared to $59.2 million as of December 31, 2022. The decrease from the prior year is primarily
attributable to lower backlog. As of December 31, 2023, a hypothetical ten percent change in commodity prices based on our raw
material purchase commitments through December 2024 would result in a corresponding change in cost of goods sold over a one-
year period of approximately $3.6 million. This sensitivity analysis does not account for the change in the competitive
environment indirectly related to the change in commodity prices and the potential managerial action taken in response to these
changes.
Interest Rates
As of December 31, 2023, we had no floating rate debt outstanding under our Revolving Facility. The only other outstanding debt
on our Consolidated Balance Sheets as of December 31, 2023 were the New Senior Notes, which carry a fixed interest rate of
4.50%. Based on the current borrowings under our Revolving Facility, a hypothetical 100 basis-point change in the floating
interest rate would result in no corresponding change in interest expense over a one-year period. This sensitivity analysis does not
account for the change in the competitive environment indirectly related to the change in interest rates and the potential
managerial action taken in response to these changes.
Foreign Exchange Rates
We are subject to fluctuations in the Mexican peso exchange rates that impact transactions with our foreign subsidiaries, as well
as U.S. denominated transactions between these foreign subsidiaries and unrelated parties. A ten percent change in the Mexican
peso exchange rates would have an immaterial impact on our results of operations. We do not hold or issue derivative financial
instruments for speculative purposes.
52
ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and
2021
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
Page
54
56
57
58
59
60
61
53
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Wabash National Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Wabash National Corporation (the Company) as of December
31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash
flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material
to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the account or disclosure to which it relates.
Description of the
Matter
Valuation of Goodwill
At December 31, 2023, the Company’s goodwill was $188.4 million. As discussed in Note 2 to the
consolidated financial statements, goodwill is tested for impairment at the reporting unit level at least
annually or whenever events or changes in circumstances indicate its carrying value may not be
recoverable. Management first assesses qualitative factors to determine whether the existence of events or
circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit
is less than its carrying amount.
Auditing management’s goodwill impairment tests was complex and highly judgmental due to the
significant estimation required to determine that the fair values of the reporting units were not less than
their carrying values when applying a qualitative assessment. In particular, the fair value estimates were
sensitive to qualitative factors, such as general economic conditions, industry and market conditions,
financial performance and key business drivers, future operating plans, and potential changes to
significant assumptions used in the most recent quantitative fair value analysis of each reporting unit.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls
over the Company’s goodwill impairment testing process, including controls over management’s review
of the qualitative factors described above.
54
To test the conclusion that the fair values of the Company’s reporting units are not less than their carrying
amounts, we performed audit procedures that included, among others, assessing the reasonableness of the
factors considered within the analyses, testing the qualitative factors discussed above and the underlying
data used by the Company in its analyses. We compared the qualitative factors used by management to
current industry and economic trends, historical Company results, key business drivers, the Company’s
market capitalization and other relevant factors, including evaluating whether any contrary evidence
exists.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Indianapolis, Indiana
February 22, 2024
55
WABASH NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid expenses and other
Total current assets
Property, plant, and equipment, net
Goodwill
Intangible assets, net
Investment in unconsolidated entity
Other assets
Total assets
Current liabilities:
Liabilities and Stockholders' Equity
Current portion of long-term debt
Accounts payable
Other accrued liabilities
Total current liabilities
Long-term debt
Deferred income taxes
Other non-current liabilities
Total liabilities
Commitments and contingencies
Noncontrolling interest
Wabash National Corporation Stockholders' equity:
Common stock, $0.01 par value: 200,000,000 shares authorized; 45,393,260 and
47,675,796 shares outstanding, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock, at cost: 32,128,755 and 28,972,928 common shares, respectively
Total Wabash National Corporation stockholders' equity
Total liabilities, noncontrolling interest, and equity
December 31,
2023
2022
$
179,271
$
182,990
267,635
51,457
681,353
325,444
188,409
86,418
1,647
79,543
58,245
255,577
243,870
34,927
592,619
271,116
188,434
99,231
—
52,123
$
$
1,362,814
$
1,203,523
— $
156,608
195,601
352,209
396,465
17,013
47,028
812,715
—
189,141
158,327
347,468
395,818
27,758
34,354
805,398
603
512
774
677,886
403,923
(428)
(532,659)
549,496
766
665,941
188,241
(882)
(456,453)
397,613
$
1,362,814
$
1,203,523
The accompanying notes are an integral part of these Consolidated Statements.
56
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
Net sales
Cost of sales
Gross profit
General and administrative expenses
Selling expenses
Amortization of intangible assets
Impairment and other, net
Income from operations
Other income (expense):
Interest expense
Other, net
Other expense, net
Loss from unconsolidated entity
Income before income tax
Income tax expense
Net income
Net income attributable to noncontrolling interest
Net income attributable to common stockholders
Net income attributable to common stockholders per share:
Basic
Diluted
Weighted average common shares outstanding (in thousands):
Basic
Diluted
Dividends declared per share
$
$
$
$
Year Ended December 31,
$
2023
2,536,500
2,038,313
$
2022
2,502,129
2,179,438
$
498,187
146,658
26,532
12,813
235
311,949
(19,854)
3,393
(16,461)
(803)
294,685
62,830
231,855
603
231,252
4.92
4.81
47,011
48,030
$
$
$
322,691
113,083
27,070
15,211
685
166,642
(20,525)
318
(20,207)
—
146,435
33,665
112,770
512
112,258
2.31
2.25
48,626
49,881
$
$
$
2021
1,803,268
1,606,801
196,467
88,807
23,691
22,858
27,569
33,542
(23,128)
(9,124)
(32,252)
—
1,290
126
1,164
—
1,164
0.02
0.02
50,684
51,608
0.32
$
0.32
$
0.32
The accompanying notes are an integral part of these Consolidated Statements.
57
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands)
Net income
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment
Unrealized loss on derivative instruments
Total other comprehensive income (loss)
Comprehensive income (loss)
Comprehensive income attributable to noncontrolling interest
Year Ended December 31,
2023
231,855
$
2022
112,770
$
2021
$
1,164
975
(521)
454
198
(1,939)
(1,741)
232,309
111,029
—
—
193
(6,967)
(6,774)
(5,610)
—
Comprehensive income (loss) attributable to common stockholders
$
232,309
$
111,029
$
(5,610)
The accompanying notes are an integral part of these Consolidated Statements.
58
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in thousands)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
(Deficit)
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock
Total
Balances at December 31, 2020
52,536,482
$
755
$ 644,695
$ 107,233
$
7,633
$ (355,437) $ 404,879
Net income for the year
Foreign currency translation
Stock-based compensation
Stock repurchase
Common stock dividends
Unrealized loss on derivative instruments,
net of tax
Common stock issued in connection with:
145,118
(3,927,900)
2
7,057
Stock option exercises
200,782
2
2,226
1,164
(16,286)
193
(6,967)
(66,731)
1,164
193
7,059
(66,731)
(16,286)
(6,967)
2,228
Balances at December 31, 2021
48,954,482
$
759
$ 653,978
$
92,111
$
859
$ (422,168) $ 325,539
Net income attributable to common
stockholders for the year
Foreign currency translation
Stock-based compensation
Stock repurchase
Common stock dividends
Unrealized loss on derivative instruments,
net of tax
Common stock issued in connection with:
298,458
(1,761,339)
5
9,741
Stock option exercises
184,195
2
2,222
112,258
(16,128)
198
(1,939)
(34,285)
112,258
198
9,746
(34,285)
(16,128)
(1,939)
2,224
Balances at December 31, 2022
47,675,796
$
766
$ 665,941
$ 188,241
$
(882) $ (456,453) $ 397,613
Net income attributable to common
stockholders for the year
Foreign currency translation
Stock-based compensation
Stock repurchase
Common stock dividends
Unrealized loss on derivative instruments,
net of tax
Common stock issued in connection with:
516,747
(2,810,716)
8
11,790
Stock option exercises
11,433
—
155
231,252
(15,570)
975
(521)
(76,206)
231,252
975
11,798
(76,206)
(15,570)
(521)
155
Balances at December 31, 2023
45,393,260
$
774
$ 677,886
$ 403,923
$
(428) $ (532,659) $ 549,496
The accompanying notes are an integral part of these Consolidated Statements.
59
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Year Ended December 31,
2022
2021
2023
$
231,855
$
112,770
$
1,164
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation
Amortization of intangibles
Net loss (gain) on sale of property, plant and equipment and business
divestiture
Loss on debt extinguishment
Deferred income taxes
Stock-based compensation
Non-cash interest expense
Equity in loss of unconsolidated entity
Impairment
Accounts receivable
Inventories
Prepaid expenses and other
Accounts payable and accrued liabilities
Other, net
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Cash payments for capital expenditures
Expenditures for revenue generating assets
Proceeds from sale of assets and business divestiture
Investment in unconsolidated entity
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from exercise of stock options
Dividends paid
Borrowings under revolving credit facilities
Payments under revolving credit facilities
Principal payments under finance lease obligations
Borrowings under new senior notes
Principal payments against old senior notes
Principal payments under term loan credit facility
Debt issuance costs paid
Stock repurchases
Distribution to noncontrolling interest
Net cash used in financing activities
Cash, cash equivalents, and restricted cash:
32,507
12,813
235
—
(13,459)
11,799
946
803
—
72,587
(23,765)
(10,727)
5,775
(1,763)
319,606
(98,093)
(5,650)
154
(2,450)
(106,039)
155
(15,861)
104,199
(104,199)
—
—
—
—
(117)
(76,206)
(512)
(92,541)
31,758
15,211
(635)
—
(7,614)
9,746
868
—
1,339
(79,066)
(6,249)
1,069
46,085
(1,198)
124,084
(57,086)
—
1,781
—
(55,305)
2,224
(16,020)
97,549
(130,584)
(59)
—
—
—
(1,137)
(34,285)
—
(82,312)
25,984
22,858
(1,594)
9,504
(8,147)
7,059
1,082
—
29,163
(80,879)
(74,804)
8,570
54,862
(2,292)
(7,470)
(49,105)
—
22,029
—
(27,076)
2,228
(16,435)
50,823
(17,788)
(319)
400,000
(315,000)
(138,835)
(9,296)
(66,731)
—
(111,353)
(145,899)
217,677
71,778
22,040
(467)
3,785
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
Supplemental disclosures of cash flow information:
Cash paid for interest
Net cash paid (refunds received) for income taxes
Period end balance of payables for property, plant, and equipment
121,026
58,245
179,271
18,938
82,589
11,662
$
$
$
$
$
$
$
$
(13,533)
71,778
58,245
20,131
18,333
18,809
$
$
$
$
The accompanying notes are an integral part of these Consolidated Statements.
60
WABASH NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS
Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) was founded in 1985 and incorporated as a
corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana. The Company was founded as a dry
van trailer manufacturer—today, the Company enables customers to thrive by providing insight into tomorrow and delivering
pragmatic solutions today to move everything from first to final mile. Wabash designs, manufactures, and services a diverse
range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck
bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment.
This diversification has been achieved through acquisitions, organic growth, and product innovation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation. The consolidated financial statements reflect the accounts of the Company and its wholly-owned and
majority-owned subsidiaries. All significant
transactions, and balances have been eliminated in
consolidation.
intercompany profits,
Reclassifications. Certain prior period amounts have been reclassified to conform to the current year presentation.
Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated
financial statements and accompanying notes. Actual results could differ from these estimates.
Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with a maturity of three months or
less at the time of purchase.
Accounts Receivable. Accounts receivable are shown net of expected losses and primarily include trade receivables. The
Company records expected losses for customers based upon a variety of factors including the Company’s historical collection
experience,
the length of time the account has been outstanding, and the financial condition of the customer. If the
circumstances related to specific customers were to change, the Company’s estimates of expected losses with respect to the
collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are
determined to be uncollectible. Expected losses are charged to General and administrative expenses and Selling expenses in the
Consolidated Statements of Operations. The following table presents the changes in expected losses (in thousands):
Balance at beginning of year
Expected losses
Write-offs, net of recoveries
Balance at end of year
Years ended December 31,
2023
2022
2021
$
$
$
428
651
—
$
429
179
(180)
1,079
$
428
$
536
10
(117)
429
Inventories. Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net
realizable value. The cost of manufactured inventory includes raw material, labor and overhead.
Prepaid Expenses and Other. Prepaid expenses and other as of December 31, 2023 and 2022 consists of the following (in
thousands):
Chassis converter pool agreements
Income tax receivables
Insurance premiums & maintenance/subscription agreements
Commodity swap contracts
All other
December 31,
2023
2022
$
27,312
$
20,345
11,840
5,899
1,511
4,895
2,358
3,949
2,674
5,601
$
51,457
$
34,927
61
Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who
retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to
the chassis including the terms and pricing of sales to the manufacturer’s dealers. As further described in Note 11, commodity
swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in
commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual
life, which is generally one year or less. Other items primarily consist of investments held by the Company’s captive insurance
subsidiary and other various prepaid and other assets. As of December 31, 2023 and 2022, there was no restricted cash included
in prepaid expenses and other current assets.
Property, Plant, and Equipment. Property, plant, and equipment are recorded at cost, net of accumulated depreciation.
Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are
capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The
estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for
machinery and equipment.
Goodwill. Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its
reporting units at the individual operating segment level, or one level below, when there is discrete financial information
available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill
for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its
carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is reviewed
for impairment utilizing either a qualitative assessment or a quantitative process.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances
leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An
entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the
quantitative impairment test, which is the option the Company has historically chosen.
For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value,
including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying
value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as
an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of
goodwill shall be its new accounting basis.
As of December 31, 2023, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments
was approximately $120.5 million and $67.9 million, respectively.
For the 2023 annual goodwill impairment test conducted as of October 1st, 2023, the Company chose to evaluate qualitative
factors to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their
respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the qualitative
assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and
market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant
assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection
with the Company’s segment realignment beginning in September 2021 as further described below). Based on the analysis of
the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of
each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded
and a quantitative analysis was not performed.
During the fourth quarters of 2022 and 2021, the Company completed its annual goodwill impairment test using the qualitative
assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its
reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized.
In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, the
Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market
approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of
each reporting unit exceeded its respective carrying value.
Long-Lived Assets. Long-lived assets, consisting primarily of intangible assets and property, plant, and equipment, are
reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable.
Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset
is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-
lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations.
Fair value is determined based upon discounted cash flows or appraisals as appropriate.
62
During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress projects that
were no longer expected to be completed.
As further described in Note 5, in connection with the Company’s rebranding initiative the Company recorded non-cash
impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark
intangible assets due to the significant reduction in the related useful
intangible assets of
approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® Technology
divestiture.
lives of these assets. Net
Other Assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized
software is amortized using the straight-line method over three to seven years. As of December 31, 2023 and 2022, the
Company had software costs, net of amortization, of $8.0 million and $3.3 million, respectively. Amortization expense for
2023, 2022, and 2021 was $1.9 million, $1.8 million, and $1.7 million, respectively.
Warranties. The Company offers a limited warranty for its products with a coverage period that ranges between one and five
years, except that the coverage period for DuraPlate® trailer panels is ten years. The Company passes through component
manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the
time of the sale.
The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):
Balance as of January 1
Provision and revisions to estimates
Payments
Balance as of December 31
2023
2022
22,061
$
3,716
(4,491)
21,286
$
22,045
2,806
(2,790)
22,061
$
$
Self-Insured Liabilities. The Company is self-insured up to specified limits for medical and workers’ compensation coverage.
The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but
not reported, as well as catastrophic claims as appropriate.
The following table presents the changes in the self-insurance accrual included in Other accrued liabilities (in thousands):
Balance as of January 1
Expense
Payments
Balance as of December 31
2023
2022
$
$
10,718
$
39,890
(39,297)
11,311
$
11,152
34,457
(34,891)
10,718
Income Taxes. The Company determines its provision or benefit for income taxes under the asset and liability method. The
asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions
resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance
Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are
reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not
realize the value of these assets.
The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax
position is required to meet before being recognized in the financial statements.
Used Trailer Trade Commitments. The Company may accept trade-in of used trailers when a customer enters into a contract to
purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that
trailer or a similar trailer in the future. The Company had $0.5 million and no outstanding trade commitments as of December
31, 2023 and December 31, 2022, respectively. On occasion, the amount of the trade allowance provided for in the used trailer
commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, the Company’s
policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable
value of used trailers is measured considering market sales data for comparable types of trailers.
Concentration of Credit Risk. Financial instruments that potentially subject us to significant concentrations of credit risk
consist principally of cash, cash equivalents, and customer receivables. We place our cash and cash equivalents with high
quality financial institutions. Generally, we do not require collateral or other security to support customer receivables.
63
Research and Development. Research and development expenses are charged to Cost of sales and General and administrative
expenses in the Consolidated Statements of Operations as incurred and were $7.5 million, $5.3 million, and $13.6 million in
2023, 2022, and 2021, respectively.
3. NEW ACCOUNTING PRONOUNCEMENTS
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No.
2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve
reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses,
allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future
cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures
by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker
("CODM"), clarifying when an entity may report one or more additional measures to assess segment performance, requiring
enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and
requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. Although the ASU only
requires additional disclosures about the Company's operating segments, the Company is currently evaluating the impact of
adopting this guidance on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,”
which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The
amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and
currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local
jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income
taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments
also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for
annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although
the ASU only modifies the Company's required income tax disclosures, the Company is currently evaluating the impact of
adopting this guidance on the consolidated financial statements.
4. REVENUE RECOGNITION
The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our
customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the
completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for
transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and
handling fees are included in Net sales and the associated costs are included in Cost of sales in the Consolidated Statements of
Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical
expedient and treats it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as
expense. For performance obligations satisfied over time, which includes service work whereby the customer simultaneously
receives and consumes the benefits provided, and also included certain equipment-related sales within our Parts & Services
reportable segment prior to the sale of our Extract Technology® business during the second quarter of 2021 that had no
alternative use and contained an enforceable right to payment, the Company recognizes revenue on the basis of the Company’s
efforts or inputs to the satisfaction of these performance obligations, measured by actual total cost incurred to the total
estimated costs for each project. Total revenue recognized over time was not material to the consolidated financial statements
for all periods presented.
The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the
sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is
transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the
contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point
of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have
customers who pay for the product prior to the transfer of control, which is recorded as customer deposits in Other accrued
liabilities as shown in Note 9. Customer deposits are recognized as revenue when the Company performs its obligations under
the contract and transfers control of the product.
64
5. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and Related Annual Impairment Assessments
As of December 31, 2023, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments
was approximately $120.5 million and $67.9 million, respectively.
For the 2023 annual goodwill impairment test conducted as of October 1st, 2023, the Company chose to evaluate qualitative
factors to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their
respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the qualitative
assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and
market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant
assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection
with the Company’s segment realignment beginning in September 2021 as further described below). Based on the analysis of
the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of
each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded
and a quantitative analysis was not performed.
During the fourth quarters of 2022 and 2021, the Company completed its annual goodwill impairment test using the qualitative
assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its
reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized.
In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, the
Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market
approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of
each reporting unit exceeded its respective carrying value.
2021 Segment Realignment
As further described in Note 20, beginning in September 2021 the Company realigned its operating and reportable segments.
Based on these changes, the Company established two operating and reportable segments: Transportation Solutions (“TS”) and
Parts & Services (“P&S”). These operating and reportable segments were also determined to be the applicable reporting units
for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, the Company
performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in
segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each
reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, the Company reassigned
goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products
(“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the
relevant accounting guidance.
2021 Goodwill Allocation for Extract Technology®
As further described in Note 21, during the second quarter of 2021, the Company sold its Extract Technology® (“Extract”)
business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including
workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Prior to the divestiture,
Extract was an operating unit within the historical DPG reporting unit. In accordance with the relevant accounting guidance, as
part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit
compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed
assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, the Company
performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit
continued to exceed the carrying value.
65
For the years ended December 31, 2023, 2022, and 2021, the changes in the carrying amounts of goodwill were as follows (in
thousands):
Balance at December 31, 2021
Goodwill
Accumulated impairment losses
Net balance at December 31, 2021
Effects of foreign currency
Balance at December 31, 2022
Goodwill
Accumulated impairment losses
Net balance as of December 31, 2022
Effects of foreign currency
Balance as of December 31, 2023
Goodwill
Accumulated impairment losses
Transportation
Solutions
Parts & Services
Total
$
188,764
$
108,079
$
296,843
(68,257)
120,507
(5)
188,759
(68,257)
120,502
(16)
188,743
(68,257)
(40,143)
67,936
(4)
108,075
(40,143)
67,932
(9)
108,066
(40,143)
(108,400)
188,443
(9)
296,834
(108,400)
188,434
(25)
296,809
(108,400)
Net balance as of December 31, 2023
$
120,486
$
67,923
$
188,409
Intangible Assets
Intangible asset amortization expense was $12.8 million, $15.2 million, and $22.9 million for 2023, 2022, and 2021,
respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $12.2 million in 2024;
$11.2 million in 2025; $10.7 million in 2026; $10.2 million in 2027; and $9.7 million in 2028.
As further described throughout our Annual Report on Form 10-K for the year ended December 31, 2021, on January 10, 2022,
the Company completed its review and approval of its plan for rebranding as Wabash®. As part of the planning process, the
Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash.
Under the plan as approved, the Company no longer uses certain trade names or brand names, and predominantly uses Wabash
(or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately
$28.3 million (of which approximately $25.6 million related to the TS operating segment and $2.7 million to the P&S operating
segment) during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction
in the related useful lives of these assets. The impairment charges are included in Impairment and other, net in the Consolidated
Statements of Operations.
Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the
Extract® divestiture.
As of December 31, 2023, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Customer relationships
Technology
Total
Weighted
Average
Amortization
Period
13 years
12 years
Gross Intangible
Assets
Accumulated
Amortization
Net Intangible
Assets
$
$
270,016
11,708
281,724
$
$
(183,923) $
(11,383)
(195,306) $
86,093
325
86,418
As of December 31, 2022, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Customer relationships
Technology
Total
Gross Intangible
Assets
Accumulated
Amortization
Net Intangible
Assets
270,016
11,708
(172,086)
(10,407)
$
281,724
$
(182,493) $
97,930
1,301
99,231
Weighted
Average
Amortization
Period
13 years
12 years
66
6. NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (“VIEs”)
VIEs & Consolidation
The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the
variable interest model (the “VIE model”) or the voting interest model (the “VOE model”).
VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional
subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant
decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or
do not have the right to receive the residual returns of the entity.
The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the
party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic
performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be
significant to the VIE through its interest in the VIE.
To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s
economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its
ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s
economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the
most significant decisions affecting the VIE (typically management and representation on the board of directors as well as
control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are
deemed to have the power to direct the activities of a VIE.
To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that
could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the
obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This
assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered
potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its
capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within
the VIE’s capital structure; and the reasons why the interests are held by the Company.
At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated
based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration
events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is
not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE
in accordance with the applicable GAAP.
Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company
consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other
equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated
under the VOE model.
At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the
VIE model.
If the Company concludes it is not the primary beneficiary of a VIE, the Company evaluates whether it has the ability to
exercise significant influence over operating and financial policies of the entity requiring the equity method of accounting. The
Company’s judgment regarding the level of influence over an equity method investment includes, but is not limited to,
considering key factors such as the Company’s ownership interest (generally represented by ownership of at least 20 percent
but not more than 50 percent), representation on the board of directors, participation in policy making decisions, technological
dependency, and material intercompany transactions. Generally, under the equity method, investments are recorded at cost and
subsequently adjusted by the Company’s share of equity in income or losses after the date of the initial investment. Equity in
income or losses is recorded according to the Company’s level of ownership; if losses accumulate, the Company records its
share of losses until the investment has been fully depleted. If the Company’s investment has been fully depleted, the Company
recognizes additional losses only when it is committed to provide further financial support. Dividends received from equity
method investees reduce the amount of the Company’s investment when received and do not impact the Company’s earnings.
The Company evaluates its equity method investments for an other-than-temporary impairment whenever events or changes in
circumstances indicate that the carrying amounts of such investments may not be recoverable.
67
Linq Venture Holdings LLC
During the fourth quarter of 2023, the Company continued to unify and expand its parts and services capabilities and ecosystem
by executing an agreement with a partner to create a new legal entity (Linq Venture Holdings LLC, “Linq”) to develop and
scale a digital marketplace in and for the transportation and logistics distribution industry. Linq is intended to be the digital
channel to market Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace
format to end-customers as well as dealers. The Company holds 49% ownership of the membership units in Linq while its
partner holds 51%. Initial capital contributions to Linq were in proportion to the respective ownership interests. The Company’s
initial capital contribution was approximately $2.5 million while its partner’s contribution was approximately $2.6 million. At
its formation, Linq has no debt or other financial obligations other than typical operating expenses and costs. Creditors of Linq
do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as
defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the
respective ownership interests.
The operating agreement provides the Company’s partner with put rights that would require the Company to purchase its
partner’s interest in Linq. In addition, the operating agreement provides the Company with call rights that would allow it to
purchase its partner’s interest in Linq. These put and call rights vary depending upon when they may be exercised, which is
generally from formation of Linq up to and including the seven-year anniversary of formation. Upon receiving notice that the
Company’s partner has exercised the put right or the Company has exercised the call right, a valuation will occur as stipulated
within the operating agreement. Generally, the valuation stipulated within the operating agreement is materially equivalent to a
fair value calculation. Such put and call rights have not been exercised by the Company’s partner or the Company as of the
current period end date.
Because Linq does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the
Company concluded that Linq is a VIE. The Company has the ability to significantly influence the activities of Linq through
minority representation on the Board of Directors as well as through participation in certain management and strategic decisions
of Linq. The Company’s partner is responsible for the overall development and management of the digital marketplace, the
primary purpose for which Linq was formed. Both the Company and its partner have a requirement to provide funding to Linq
if needed.
As part of the formation of Linq, the Company executed a credit agreement with Linq whereby a $10.0 million revolving line of
credit (the “Wabash Note”) with a 7% simple accrued interest rate, paid quarterly, is available to Linq. The commitment under
the Wabash Note may be increased to $35.0 million subject to the approval of the Board of Directors as stipulated in the
operating agreement. As of and through December 31, 2023, there were no amounts borrowed under the Wabash Note and the
Company did not provide financial or other support to Linq that it was not contractually obligated to provide.
Given the facts and circumstances specific to Linq, the Company concluded that it is not the primary beneficiary of this VIE.
However, the Company has the ability to exercise significant influence over the operating and financial policies of Linq. The
Company’s maximum exposure to loss in this unconsolidated VIE is limited to the Company’s initial capital contribution and
any amounts borrowed under the Wabash Note. The partner’s put right does not have a standalone value as it based upon a fair
value calculation when exercised, as stipulated in the operating agreement.
The Company’s equity method investment in Linq is recorded in Investment in unconsolidated entity on its Consolidated
Balance Sheets. Any amounts borrowed under the Wabash Note are recorded in Other assets on the Company’s Consolidated
Balance Sheets. Linq is considered operationally integral. The Company’s share of the results from its equity method
investment is included in Loss from unconsolidated entity in the Consolidated Statements of Operations.
Amounts recorded related to Linq are as follows (in thousands):
Initial investment in unconsolidated entity
Loss from unconsolidated entity for the year ended
Investment in unconsolidated entity
December 31,
2023
December 31,
2022
$
$
2,450 $
(803)
1,647 $
—
—
—
68
Wabash Parts LLC
During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an
agreement with a partner to create a new legal entity (Wabash Parts LLC, “WP”) to operate a parts and services distribution
platform. The Company holds 50% ownership in WP while its partner holds the remaining 50%. Initial capital contributions
were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of
WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as
defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the
respective ownership interests.
The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its
partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as
stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not
mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s
control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Consolidated
Balance Sheets.
Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial
support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority
representation on the Board of Directors as well as control related to the management and overall strategic direction of the
entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant
to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances
specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity.
WP’s results of operations are included in the Parts & Services operating and reportable segment. Through December 31, 2023,
the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of
December 31, 2023, the Company does not have any obligations to provide financial support to WP.
The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Consolidated Balance
Sheets as of December 31, 2023 and December 31, 2022 (in thousands):
December 31,
2023
December 31,
2022
$
$
$
$
3,020
$
1,540
85
68
4,713
—
543
5,256
$
4,024
$
26
4,050
—
4,050
$
1,379
1,509
138
16
3,042
—
141
3,183
2,136
23
2,159
—
2,159
Assets
Liabilities
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories, net
Prepaid expenses and other
Total current assets
Property, plant, and equipment, net
Other assets
Total assets
Current liabilities:
Accounts payable
Other accrued liabilities
Total current liabilities
Other non-current liabilities
Total liabilities
69
The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands):
Balance at January 1
Net income attributable to noncontrolling interest
Other comprehensive income (loss)
Distributions declared to noncontrolling interest
Balance at December 31
2023
2022
2021
$
$
$
512
603
—
(512)
603
$
— $
512
—
—
512
$
—
—
—
—
—
7. INVENTORIES
Inventories, net of reserves, consist of the following (in thousands):
December 31,
2023
2022
Raw materials and components
$
156,314
$
Finished goods
Work in progress
Used trailers
Aftermarket parts
86,586
14,102
3,370
7,263
176,080
50,005
9,983
737
7,065
$
267,635
$
243,870
8. PROPERTY, PLANT, AND EQUIPMENT
Depreciation expense on property, plant, and equipment, which is recorded in Cost of sales and General and administrative
expenses in the Consolidated Statements of Operations, as appropriate, was $32.5 million, $31.8 million, and $24.3 million in
2023, 2022, and 2021, respectively, and includes depreciation of assets recorded in connection with the Company’s finance
lease agreement (which ended during the first quarter of 2022, at which point the property, plant, and equipment assets were
legally owned by the Company).
See Note 21 for information related to property, plant, and equipment sales and impairment charges.
Property, plant, and equipment, net consist of the following (in thousands):
Land
Buildings and building improvements
Machinery and equipment
Construction in progress
Less: accumulated depreciation
$
December 31,
2023
2022
$
42,494
159,046
416,477
52,417
670,434
42,342
149,052
311,736
94,018
597,148
(344,990)
(326,032)
$
325,444
$
271,116
70
9. OTHER ACCRUED LIABILITIES
The following table presents the major components of Other accrued liabilities (in thousands):
Customer deposits
Chassis converter pool agreements
Warranty
Payroll and related taxes
Self-insurance
Accrued interest
Operating lease obligations
Accrued taxes
All other
10. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
Senior Notes due 2028
Revolving Credit Agreement
Less: unamortized discount and fees
Less: current portion
Senior Notes due 2028
December 31,
2023
2022
$
45,586
$
27,312
21,286
40,265
11,311
3,817
9,049
24,662
12,313
32,129
20,345
22,061
29,219
10,718
3,854
6,120
24,793
9,088
$
195,601
$
158,327
December 31,
2023
December 31,
2022
$
400,000
$
400,000
—
400,000
(3,535)
—
—
400,000
(4,182)
—
$
396,465
$
395,818
On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured
Senior Notes due 2028 (the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture dated as of
October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo
Bank, National Association, as trustee (the “Indenture”). The New Senior Notes bear interest at the rate of 4.50% and pay
interest semi-annually in cash in arrears on April 15 and October 15 of each year. The New Senior Notes will mature on
October 15, 2028. At any time prior to October 15, 2024, the Company may redeem some or all of the New Senior Notes for
cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an
applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption
date.
Prior to October 15, 2024, the Company may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of
the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain
equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New
Senior Notes remain outstanding. On and after October 15, 2024, the Company may redeem some or all of the New Senior
Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period
beginning on October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning
on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a
Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of
the New Senior Notes, the holders of the New Senior Notes will have the right to require the Company to repurchase all or a
portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any
accrued and unpaid interest to, but not including, the date of repurchase.
71
The New Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic
restricted subsidiaries, subject to certain restrictions. The New Senior Notes and related guarantees are the Company’s and the
Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing
and future secured debt to the extent of the assets securing that secured obligation. In addition, the New Senior Notes are
structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the
extent of the assets of those subsidiaries.
Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of
its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or
redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and
certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate,
merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and
qualifications.
During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard &
Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants
will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period.
The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain
judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the
principal amount of the New Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and
payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy,
insolvency or reorganization occurs. As of December 31, 2023, the Company was in compliance with all covenants.
The sale of the New Senior Notes resulted in net proceeds of approximately $395 million, after deducting financing fees and
other offering expenses. The Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw
from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025,
to repay in full the $108.8 million of outstanding borrowings under the term loan credit agreement entered into on September
28, 2020 (the “New Term Loan Credit Agreement”) among the Company, the lenders from time to time party thereto, and
Wells Fargo Bank, National Association, as the administrative agent, and to pay all related fees and expenses. (The New Term
Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement, dated as of May 8, 2012 (as
amended, restated, supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among
the Company,
the lenders party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent.) Debt
extinguishment charges totaling $9.1 million were recorded during the fourth quarter of 2021 in connection with the redemption
in full of the Senior Notes due 2025 and the repayment in full of the outstanding borrowings under the New Term Loan Credit
Agreement. The loss on debt extinguishment charges is included in Other, net on the Company’s Consolidated Statements of
Operations.
Contractual coupon interest expense and accretion of fees for the New Senior Notes for the years ended December 31, 2023,
2022 and 2021 were $18.0 million and $0.6 million, $18.0 million and $0.6 million, and $4.3 million and $0.1 million,
respectively.
Contractual coupon interest expense and accretion of discount and fees for the Senior Notes due 2025, which were redeemed in
full during the fourth quarter of 2021 as described above, for the year ended December 31, 2021, was $13.3 million and $0.5
million, respectively.
Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s
Consolidated Statements of Operations.
Revolving Credit Agreement
On September 23, 2022, the Company entered into the Third Amendment to the Second Amended and Restated Credit
Agreement among the Company, certain of its subsidiaries as borrowers (together with the Company, the “Borrowers”), certain
of its subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent
(the “Agent”), which amended the Company’s existing Second Amended and Restated Credit Agreement, dated as of
December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”).
Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the
Borrowers with a scheduled maturity date of September 23, 2027. The Company has the option to increase the total
commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining
agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional
commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain
circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible
accounts receivable, and is reduced by certain reserves in effect from time to time.
72
Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million,
and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement
bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate plus a
margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending
upon the monthly average excess availability under the Revolving Credit Agreement. The Borrowers are required to pay a
monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and
expenses of the Agent and the lenders.
The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Guarantors”) and is secured by
substantially all personal property of the Borrowers and the Guarantors.
The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its
subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions
with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, the
Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any
period of 12 fiscal months when excess availability under the Revolving Credit Agreement is less than the greater of (a) 10% of
the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25
million. As of December 31, 2023, the Company was in compliance with all covenants.
If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for
three consecutive business days, or if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’
deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and
applied to reduce the outstanding amounts under the facility.
The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the
lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In
addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations
under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit
Agreement would automatically become due and payable.
The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit
Agreement, amounted to $516.1 million as of December 31, 2023 and $401.2 million as of December 31, 2022.
During the year ended December 31, 2023, the Company had payments of principal of $104.2 million and borrowings of
principal of $104.2 million under the Revolving Credit Agreement, and as of December 31, 2023, there were no amounts
outstanding.
During the year ended December 31, 2022, the Company had net payments of principal of $130.6 million and net borrowings of
principal of $97.6 million under the Revolving Credit Agreement, and as of December 31, 2022, there were no amounts
outstanding.
Interest expense under the Revolving Credit Agreement for the years ended December 31, 2023, 2022, and 2021, was
approximately $0.9 million, $1.7 million, and $0.6 million, respectively. Interest expense under the Revolving Credit
Agreement is included in Interest expense on the Company’s Consolidated Statements of Operations.
New and Old Term Loan Credit Agreements
As described above, in October 2021, the Company used the net proceeds of the New Senior Notes and a portion of the $50
million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of
outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth
quarter, during the second quarter of 2021, the Company made principal payments totaling $30.0 million and recognized loss
on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the
Consolidated Statements of Operations.
For the year ended December 31, 2021, under the New Term Loan Credit Agreement the Company paid interest of $3.9
million. For the year ended December 31, 2021, the Company incurred charges of $0.2 million for amortization of fees and
original issuance discount, which are included in Interest expense in the Consolidated Statements of Operations.
11. FINANCIAL DERIVATIVE INSTRUMENTS
Commodity Pricing Risk
As of December 31, 2023, the Company was party to commodity swap contracts for specific commodities with notional
amounts of approximately $35.7 million. The Company uses commodity swap contracts to mitigate the risks associated with
fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not
hedge all commodity price risk.
73
At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified
monthly settlement dates and will be recognized into earnings through November 2024. The effective portion of the hedging
transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the
forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur.
Financial Statement Presentation
As of December 31, 2023 and 2022, the fair value carrying amount of the Company’s derivative instruments were recorded as
follows (in thousands):
Derivatives designated as hedging instruments
Commodity swap contracts
Commodity swap contracts
Total derivatives designated as hedging instruments
Balance Sheet Caption
Asset / (Liability) Derivatives
December 31,
2023
December 31,
2022
Prepaid expenses and other
Accounts payable and
Other accrued liabilities
$
$
1,511
$
(1,045)
2,674
(1,653)
466
$
1,021
The following table summarizes the gain or loss recognized in AOCI as of December 31, 2023 and 2022 and the amounts
reclassified from AOCI into earnings for the years ended December 31, 2023, 2022, and 2021 (in thousands):
Amount of Gain (Loss)
Recognized in
AOCI on Derivatives
(Effective Portion, net of tax)
December 31,
2023
December 31,
2022
Location of Gain
(Loss) Reclassified
from AOCI into
Earnings
(Effective Portion)
Amount of Gain (Loss) Reclassified from
AOCI into Earnings
Year Ended December 31,
2023
2022
2021
Derivatives instruments
Commodity swap contracts
$
388
$
909 Cost of sales
$
(3,359) $
4,887
$
54,937
Over the next 12 months, the Company expects to reclassify approximately $0.5 million of pretax deferred gains related to the
commodity swap contracts from AOCI to cost of sales as inventory purchases are settled.
12. LEASES
Lessee Activities
The Company records a right-of-use ("ROU") asset and lease liability for substantially all leases for which it is a lessee, in
accordance with ASC 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company
recognizes lease expense for leases on a straight-line basis over the lease term. At inception of a contract, the Company
considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or
not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in
exchange for consideration.
The Company leases certain industrial spaces, office space, land, and equipment. Some leases include one or more options to
renew, with renewal terms that can extend the lease term from generally one to 5 years. The exercise of lease renewal options is
at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably
certain of being exercised upon lease commencement. Certain leases also include options to purchase the leased property. The
depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or
purchase option reasonably certain of exercise. Leased assets obtained in exchange for new operating lease liabilities during the
year ended December 31, 2023 and December 31, 2022 were approximately $13.4 million and $16.6 million, respectively. As
of December 31, 2023, obligations related to leases that the Company has executed but have not yet commenced were
insignificant.
During the year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were
entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was
insignificant for the year ended December 31, 2023. In addition, certain of the transactions occurred with a related party—such
transactions were at market value and arm’s length.
74
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
Right-of-Use Assets
Operating
Finance
Total leased ROU assets
Liabilities
Current
Operating
Finance
Noncurrent
Operating
Finance
Total lease liabilities
Classification
December 31, 2023
December 31, 2022
Other assets
Property, plant and equipment, net
Other accrued liabilities
Current portion of finance lease
obligations
Non-current liabilities
Finance lease obligations
$
$
$
$
32,219
—
32,219
$
$
9,049
$
—
23,170
—
32,219
$
23,003
—
23,003
6,120
—
16,883
—
23,003
Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
Operating lease cost
Finance lease cost
Amortization of ROU leased assets
Interest on lease liabilities
Net lease cost
Classification
Cost of sales, selling expenses, and
general and administrative expense
Depreciation and amortization within
Cost of sales
Interest expense
$
$
—
—
8,869
$
Twelve Months
Ended December 31,
2023
Twelve Months
Ended December 31,
2022
8,869
$
5,785
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: interest
Present value of lease payments
Operating Leases
Finance Leases
Total
10,418
$
— $
9,364
8,310
4,349
1,920
1,066
35,427
3,208
32,219
$
$
—
—
—
—
—
— $
—
—
$
$
$
75
36
1
5,822
10,418
9,364
8,310
4,349
1,920
1,066
35,427
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the
information available at the commencement date in determining the present value of lease payments. Remaining lease term and
discount rates are as follows:
December 31, 2023
December 31, 2022
Weighted average remaining lease term (years)
Operating leases
Finance leases
Weighted average discount rate
Operating leases
Finance leases
3.8
0.0
4.94 %
— %
4.3
0.0
4.92 %
— %
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Lessor and Sublessor Activities
Twelve Months
Ended December 31,
2023
Twelve Months
Ended December 31,
2022
$
$
$
8,866
$
— $
— $
5,844
1
59
The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the
inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers
whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a
lessor, has no sales-type or direct financing lease arrangements as of December 31, 2023.
The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use
of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement,
and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to
combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets.
Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options
that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include
options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the
lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the
lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements
from customers for certain damage or required repairs to the trailers. We expect to derive an immaterial amount from the
underlying assets following the end of the respective lease terms.
During the year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were
entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was
insignificant for all periods presented but such revenue is included in the tables below.
Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and entered into
at arm’s length.
76
Lease income is included in Net sales on the Company’s Consolidated Statements of Operations and is recorded in the P&S
operating segment. For the twelve months ended December 31, 2023 and 2022, the Company’s lease income consisted of the
following components (in thousands):
Operating lease income
Fixed lease income
Variable lease income
Total lease income1
—————————
Twelve Months Ended
December 31, 2023
Twelve Months Ended
December 31, 2022
$
$
874
—
874
$
$
125
—
125
(1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in
the tables above.
The following table shows the Company’s future contractual receipts from noncancelable operating leases for the years ended
December 31 as of December 31, 2023 (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total contractual receipts
—————————
Operating Leases1
$
$
2,076
2,064
2,064
1,950
1,209
—
9,363
(1) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative
maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the
Company’s subleases are also included in the table above.
The leased trailers are recorded on the Company’s Consolidated Balance Sheets within Other assets at cost, net of accumulated
depreciation. Depreciation is recorded using the straightline method over the estimated useful lives of the trailers, which is
generally 12 years. Revenue earning equipment, net consists of the following (in thousands):
Revenue generating assets
Less: accumulated depreciation
Revenue generating assets, net
13. FAIR VALUE MEASUREMENTS
December 31, 2023
December 31, 2022
$
$
5,650
(186)
5,464
$
$
—
—
—
The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based
upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement
date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect
the
Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
▪
▪
▪
Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets;
Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are
observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and
Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
77
Recurring Fair Value Measurements
The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key
employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are
offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record
of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the
Company has elected to purchase a separate portfolio of investments through the plan administrator similar to those chosen by
the participant.
The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts
valued based on the performance of underlying mutual funds, which are classified as Level 2. Additionally, the Company holds
a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds,
which are classified as Level 1.
The fair value of the Company’s derivatives is estimated with a market approach using third-party pricing services, which have
been corroborated with data from active markets or broker quotes.
Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a
recurring basis as of December 31, 2023 and 2022 are shown below (in thousands):
December 31, 2023
Commodity swap contracts
Mutual funds
Life-insurance contracts
December 31, 2022
Commodity swap contracts
Mutual funds
Life-insurance contracts
Estimated Fair Value of Debt
Frequency
Recurring
Recurring
Recurring
Recurring
Recurring
Recurring
$
$
$
$
$
$
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Asset /
(Liability)
466
11,735
18,510
1,021
6,579
15,509
$
$
$
$
$
$
— $
11,735
$
466
$
— $
— $
18,510
— $
6,579
$
1,021
— $
— $
15,509
$
$
$
—
—
—
—
—
—
The estimated fair value of debt at December 31, 2023 consists of the Senior Notes due 2028 (see Note 10). The interest rates
on the Company’s borrowings under the Revolving Credit Agreement are adjusted regularly to reflect current market rates and
thus carrying value approximates fair value for any borrowings. The fair value of the Senior Notes due 2028 as of December
31, 2023 and 2022 are based upon third party pricing sources, which generally do not represent daily market activity or
represent data obtained from an exchange, and are classified as Level 2.
The Company’s carrying and estimated fair value of debt at December 31, 2023 and December 31, 2022 were as follows (in
thousands):
Instrument
Senior Notes due 2028
Revolving Credit
Agreement
December 31, 2023
Fair Value
December 31, 2022
Fair Value
Carrying
Value
Level 1
Level 2
Level 3
Carrying
Value
Level 1
Level 2
Level 3
$ 396,465
$
— $361,774
$
— $ 395,818
$
— $337,237
$
—
—
—
—
—
—
—
$ 396,465
$
— $361,774
$
— $ 395,818
$
— $337,237
$
—
—
—
The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not
recognized in the financial statements as long-term debt is presented at carrying value, net of any unamortized premium or
discount and unamortized deferred financing costs in the consolidated financial statements.
78
14. COMMITMENTS AND CONTINGENCIES
a. Litigation
As of December 31, 2023, the Company was named as a defendant or was otherwise involved in numerous legal proceedings
and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in
various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded for those matters
deemed both probable and reasonably estimated. On the basis of information currently available to it, management does not
believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or
liquidity if determined in a manner adverse to the Company. However, such matters are unpredictable, and we could incur
judgments or enter into settlements for current or future claims that could materially and adversely affect our financial
statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative
expenses in the Consolidated Statements of Operations.
Legal Matter Estimated Liability
As of December 31, 2023, the Company was named as a defendant in California state court in two purported class action
lawsuits, alleging wage and hour claims under California-specific employment laws (collectively, the “Matters”). The defense
of both lawsuits is being handled in conjunction with one another. During the three months ended March 31, 2023, in
accordance with ASC 450, the Company concluded a liability related to the Matters was probable and estimable. As such, an
estimated liability of $3.0 million is included in General & administrative expenses in the Consolidated Statements of
Operations for the year ended December 31, 2023. During the second quarter of 2023, the Company reached an agreement to
resolve the Matters via settlement for an amount materially consistent with the estimated liability. The settlement proceeds will
be paid in the first quarter of 2024.
Environmental Disputes
In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of
Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina
pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding
South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of
hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP
arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any
of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services
Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in
August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site
by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as
a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement
Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the
Philips Services Site. The requested settlement payment is immaterial to the Company’s financial condition and results of
operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the
Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of
operations.
On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department
of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at
a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the
Site, but the Site is near certain of the Company’s owned properties. In 2020, the Company agreed to implement a limited work
plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the
terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020,
indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of
contamination at the Site. In December 2021, after completing further groundwater sampling work, the Company submitted to
IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s
properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum
No. 3, which provided for additional groundwater sampling on another PRP property. The Company completed all additional
sampling between the second quarter and fourth quarter of 2023, and all available information establishes there is no source of
any contamination on the Company’s owned properties. As of December 31, 2023, based on the information available, the
Company does not expect this matter to have a material adverse effect on its financial condition or results of operations.
b. Environmental Litigation Commitments and Contingencies
The Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject
to various and evolving federal, state and local environmental laws and regulations.
79
The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing
technology, presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on
these evaluations, the Company estimates a lower and upper range for treatment and remediation efforts and recognizes a
liability for such probable costs based on the information available at the time. As of December 31, 2023, the Company had
reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are
recorded within Other accrued liabilities on the Consolidated Balance Sheets.
c. Letters of Credit
As of December 31, 2023, the Company had standby letters of credit totaling $6.0 million issued in connection with workers
compensation claims and surety bonds.
d.
Purchase Commitments
The Company has $35.7 million in purchase commitments at December 2023 for various raw material commodities, including
aluminum, steel, nickel, and polyethylene, as well as other raw material components which are within normal production
requirements.
e. Chassis Converter Pool Agreements
The Company obtains vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under
converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases,
for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at
the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such
chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize
commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and
pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to
the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale
to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically
settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer
upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer.
Accordingly, as of December 31, 2023, the Company’s outstanding chassis converter pool with the manufacturer totaled $27.3
million and has included this financing agreement on the Company’s Consolidated Balance Sheets within Prepaid expenses and
other and Other accrued liabilities. All other chassis programs are handled as consigned inventory belonging to the
manufacturer and totaled approximately $0.9 million. Under these agreements, if the chassis is not delivered to a customer
within a specified time frame, the Company is required to pay a finance or storage charge on the chassis. Additionally, the
Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool.
Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company.
80
15. NET INCOME PER SHARE OF COMMON STOCK
Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period.
Diluted earnings per share is determined based on the weighted average number of common shares outstanding during the
period combined with the incremental average common shares that would have been outstanding assuming the conversion of all
potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net
income attributable to common stockholders per share is determined using net income applicable to common stockholders as
the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts).
Basic net income attributable to common stockholders per share:
Net income attributable to common stockholders
Weighted average common shares outstanding
Basic net income attributable to common stockholders per share
Diluted net income attributable to common stockholders per share:
Net income attributable to common stockholders
$
$
$
Year Ended December 31,
2023
2022
2021
231,252
47,011
4.92
$
$
112,258
48,626
2.31
$
$
1,164
50,684
0.02
231,252
$
112,258
$
1,164
Weighted average common shares outstanding
Dilutive stock options and restricted stock
Diluted weighted average common shares outstanding
47,011
1,019
48,030
48,626
1,255
49,881
Diluted net income attributable to common stockholders per share
$
4.81
$
2.25
$
50,684
924
51,608
0.02
For the years ended December 31, 2023, 2022, and 2021, there were no options excluded from average diluted shares
outstanding as the average market price of the common shares was greater than the exercise price.
16. STOCK-BASED COMPENSATION
On May 18, 2017, the shareholders of the Company approved the 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”)
which authorizes 3,150,000 shares for issuance under the plan. Awards granted under the 2017 Incentive Plan may be in the
form of stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, and cash
awards to directors, officers, and other eligible employees of the Company.
The Company recognizes all share-based awards to eligible employees based upon their grant date fair value. The Company’s
policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line
attribution method. In addition, the Company’s policy is to estimate expected forfeitures on share-based awards. Total stock-
based compensation expense was $11.8 million, $9.7 million, and $7.1 million in the years ended December 31, 2023, 2022 and
2021, respectively, and is included in Cost of sales, General and administrative expenses, and Selling expenses within the
Consolidated Statements of Operations. The amount of compensation cost related to non-vested restricted stock not yet
recognized was approximately $13.5 million at December 31, 2023, for which the weighted average remaining life was
approximately 1.8 years. There was no compensation cost related to non-vested stock options not yet recognized at December
31, 2023.
Restricted Stock
Restricted stock awards vest over a period of one to three years and may be based on the achievement of specific financial
performance metrics and market conditions. Awards based strictly on time-based vesting and those awards with performance
metrics are valued at the market price on the date of grant. The fair values of the awards that contain market conditions are
estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based
upon historical volatility, risk-free rates of return, and correlation matrix. Restricted stock awards are generally forfeitable in the
event of terminated employment prior to vesting.
81
A summary of all restricted stock activity during 2023 is as follows:
Restricted Stock Outstanding at December 31, 2022
Granted
Vested
Forfeited
Restricted Stock Outstanding at December 31, 2023
Number of
Shares
1,754,068
$
630,445
(897,830)
(165,719)
1,320,964
$
Weighted
Average
Grant Date
Fair Value
16.05
25.56
13.97
13.76
22.29
During 2023, 2022, and 2021, the Company granted 630,445, 653,492, and 582,081 shares of restricted stock, respectively,
with aggregate fair values on the date of grant of approximately $16.1 million, $11.9 million, and $10.2 million, respectively.
The total fair value of restricted stock that vested during 2023, 2022, and 2021 was approximately $25.1 million, $8.9 million,
and $5.0 million, respectively.
Stock Options
Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become
fully exercisable three years after the date of grant, and expire ten years after the date of grant. No stock options have been
granted by the Company since February 2015.
A summary of all stock option activity during 2023 is as follows:
Options Outstanding at December 31, 2022
Exercised
Forfeited
Expired
Options Outstanding at December 31, 2023
Options Exercisable at December 31, 2023
Number of
Options
15,516
Weighted
Average
Exercise Price
13.67
$
Weighted
Average
Remaining
Contractual Life
Aggregate
Intrinsic Value
($ in millions)
0.1
1.8 $
(11,433) $
13.53
$
0.2
— $
— $
4,083
4,083
$
$
—
—
14.06
14.06
1.0 $
1.0 $
—
—
The total intrinsic value of stock options exercised during 2023, 2022, and 2021 was approximately $0.2 million, $1.5 million,
and $1.3 million, respectively.
17. STOCKHOLDERS’ EQUITY
Share Repurchase Program
On February 15, 2024, the Company announced that the Board of Directors approved the repurchase of an additional
$150 million in shares of common stock over a three-year period. This authorization was an increase to the previous
$150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in
November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. Stock
repurchases under this program may be made in the open market or in private transactions at times and in amounts determined
by the Company. As of December 31, 2023, $38.5 million remained available under the program.
Common and Preferred Stock
The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25
million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights,
redemption provisions, liquidation preferences, and other rights and restrictions.
82
Accumulated Other Comprehensive Income (Loss) (“AOCI”)
Changes in AOCI by component, net of tax, for the years ended December 31, 2023, 2022, and 2021 are summarized as follows
(in thousands):
Foreign
Currency
Translation
Derivative
Instruments
Total
Balances at December 31, 2020
$
(2,182) $
9,815
$
Net unrealized gains (losses) arising during the period(a)
Less: Net realized gains (losses) reclassified to net loss(b)
Net change during the period
Balances at December 31, 2021
Net unrealized gains (losses) arising during the period(c)
Less: Net realized gains (losses) reclassified to net income(d)
Net change during the period
Balances at December 31, 2022
Net unrealized gains (losses) arising during the period(e)
Less: Net realized gains (losses) reclassified to net income(f)
Net change during the period
193
—
193
(1,989)
198
—
198
(1,791)
975
—
975
34,127
41,094
(6,967)
2,848
1,727
3,666
(1,939)
909
(3,063)
(2,542)
(521)
Balances at December 31, 2023
$
(816) $
388
$
7,633
34,320
41,094
(6,774)
859
1,925
3,666
(1,741)
(882)
(2,088)
(2,542)
454
(428)
—————————
(a) Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021.
(b) Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021.
(c) Derivative instruments net of $0.6 million of tax expense for the year ended December 31, 2022.
(d) Derivative instruments net of $1.2 million of tax expense for the year ended December 31, 2022.
(e) Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2023.
(f) Derivative instruments net of $0.8 million of tax benefit for the year ended December 31, 2023.
18. EMPLOYEE SAVINGS PLANS
Substantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of
the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and
certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions
up to certain limits. The Company’s matching contribution and related expense for these plans was approximately $10.1
million, $9.1 million, and $8.0 million for 2023, 2022, and 2021, respectively.
19. INCOME TAXES
Income Before Income Taxes
The consolidated income before income taxes for 2023, 2022, and 2021 consists of the following (in thousands):
Domestic
Foreign
Total income before income taxes
Years Ended December 31,
2023
2022
2021
$
$
291,816
2,869
294,685
$
$
144,443
1,992
146,435
$
$
5,426
(4,136)
1,290
83
Income Tax Expense
The consolidated income tax expense for 2023, 2022, and 2021 consists of the following components (in thousands):
Years Ended December 31,
2023
2022
2021
Current
Federal
State
Foreign
Deferred
Federal
State
Foreign
$
65,797
$
34,490
$
9,322
1,170
76,289
(14,889)
1,430
—
(13,459)
6,468
321
41,279
(5,911)
(1,703)
—
(7,614)
Total consolidated expense
$
62,830
$
33,665
$
8,449
(1,098)
922
8,273
(9,423)
1,310
(34)
(8,147)
126
The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):
Pretax book income
Federal tax expense at applicable statutory rate
State and local income taxes
Impairment and divestiture
Tax credits
Nondeductible officer (benefit) compensation
Compensation (benefit) expense
Other
Total income tax expense
Deferred Taxes
Years Ended December 31,
2023
2022
2021
$
294,685
$
146,435
$
1,290
61,884
9,398
—
(9,572)
(546)
(1,563)
3,229
30,751
3,669
—
(2,422)
977
1,013
(323)
$
62,830
$
33,665
$
271
212
870
(2,065)
390
964
(516)
126
The Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting
for incentive compensation, depreciation of property, plant and equipment, amortization of intangibles, and other accrued
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Companies are required to assess whether valuation
allowances should be established against their deferred tax assets based on the consideration of all available evidence, both
positive and negative, using a “more likely than not” standard. In making such judgments, significant weight is given to
evidence that can be objectively verified.
The Company assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, both
positive and negative, including: (1) the cumulative results of operations in recent years, (2) the nature of recent losses, if
applicable, (3) estimates of future taxable income, (4) the length of net operating loss carryforwards (“NOLs”) and (5) the
uncertainty associated with a possible change in ownership, which imposes an annual
limitation on the use of these
carryforwards.
As of December 31, 2023 and 2022, the Company retained a valuation allowance of $0.7 million and $0.8 million, respectively,
against deferred tax assets related to various state and local NOLs that are subject to restrictive rules for future utilization.
As of December 31, 2023 and 2022, the Company had no U.S. federal tax NOLs. The Company incurred a net loss in 2020 and
fully utilized that loss in carrybacks. The Company has various multi-state income tax NOLs aggregating approximately $47.5
million which will expire between 2024 and 2043, if unused.
84
The components of deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 were as follows (in
thousands):
Deferred tax assets
Tax credits and loss carryforwards
Accrued liabilities
Incentive compensation
Operating lease assets
Research expenditure amortization
Other
Deferred tax liabilities
Property, plant and equipment
Intangibles
Operating lease liabilities
Other
Net deferred tax liability before valuation allowances and reserves
Valuation allowances
Net deferred tax liability
Tax Reserves
December 31,
2023
2022
$
2,128
$
8,242
8,131
8,102
22,160
2,730
51,493
(21,731)
(32,773)
(8,102)
(5,182)
(67,788)
(16,295)
(718)
2,929
5,965
6,960
5,878
7,739
6,560
36,031
(22,991)
(30,188)
(5,878)
(3,957)
(63,014)
(26,983)
(775)
$
(17,013) $
(27,758)
The Company’s policy with respect to interest and penalties associated with reserves or allowances for uncertain tax positions is
to classify such interest and penalties in Income tax expense (benefit) on the Consolidated Statements of Operations. As of
December 31, 2023 and 2022, the total amount of unrecognized income tax benefits, which are included in either Other
noncurrent liabilities or Deferred income taxes in the Company’s Consolidated Balance Sheets, was approximately $4.8 million
and $2.4 million, respectively, including interest and penalties, all of which, if recognized, would impact the effective income
tax rate of the Company. As of December 31, 2023 and 2022, the Company had recorded a total of $0.9 million and $0.9
million, respectively, of accrued interest and penalties related to uncertain tax positions. The Company expects no significant
changes to the facts and circumstances underlying its reserves and allowances for uncertain income tax positions as reasonably
possible during the next 12 months. As of December 31, 2023, the Company is subject to unexpired statutes of limitation for
U.S. federal income taxes for the years 2020 through 2022. The Company is also subject to unexpired statutes of limitation for
Indiana state income taxes for the years 2020 through 2022.
20. SEGMENTS
Segment Reporting
Based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating
decisions, and evaluates operating performance, the Company manages its business in two operating and reportable segments:
Transportation Solutions and Parts & Services.
Additional information related to the composition of each segment is included below.
▪
Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the
Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform
trailers, and the Company’s wood flooring production facility. The Company’s EcoNex™ products, which are under
the Company’s Acutherm™ portfolio of solutions designed for intelligent thermal management, are also reported in
the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted
dry and refrigerated bodies and service and stake bodies are also in the TS segment.
85
▪
Parts & Services (“P&S”): The P&S segment is comprised of the Company’s parts and services businesses as well as
the upfitting component of our truck bodies business. In addition, the Company’s Composites business, which focuses
on the use of DuraPlate® composite panels beyond the semi-trailer market, is also part of the P&S segment. This
segment also includes the Wabash Parts LLC and Linq Venture Holdings LLC entities we created with our partners
during the second quarter of 2022 and the fourth quarter of 2023 as further described in Note 6. Our Trailers as a
Service (TAAS) initiatives are included in the P&S segment as well. Finally, the P&S segment includes the
Company’s Engineered Products business, which manufactures stainless-steel storage tanks and silos, mixers, and
processors for a variety of end markets. Growing and expanding the parts and services businesses is a key strategic
initiative for the Company moving forward.
The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting
policies except that the Company evaluates segment performance based on income (loss) from operations. The Company has
not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations
segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost.
Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing
performance.
Reportable segment information is as follows (in thousands):
Transportation
Solutions
Parts &
Services
Corporate and
Eliminations
Consolidated
2023
Net sales
External customers
Intersegment sales
Total net sales
Depreciation and amortization
Income (loss) from operations
2022
Net sales
External customers
Intersegment sales
Total net sales
Depreciation and amortization
Income (loss) from operations
2021
Net sales
External customers
Intersegment sales
Total net sales
Depreciation and amortization
Income (loss) from operations
Customer Concentration
$
$
$
$
$
$
$
$
$
$
$
$
2,320,274
18,330
2,338,604
40,443
366,928
2,312,637
8,277
2,320,914
41,187
209,942
1,628,694
4,625
1,633,319
41,819
61,869
$
$
$
$
$
$
$
$
$
$
$
$
216,226
4,647
220,873
2,201
44,649
189,492
3,984
193,476
2,717
30,558
174,574
2,592
177,166
4,781
20,201
$
$
$
$
$
$
$
$
$
$
$
$
— $
2,536,500
(22,977)
—
(22,977) $
2,536,500
2,676
$
45,320
(99,628) $
311,949
— $
2,502,129
(12,261)
—
(12,261) $
2,502,129
$
3,065
(73,858) $
46,969
166,642
— $
1,803,268
(7,217)
—
(7,217) $
1,803,268
2,242
$
(48,528) $
48,842
33,542
The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 32%,
33%, and 30% of the Company’s aggregate net sales in 2023, 2022, and 2021, respectively. Our largest customer accounted for
12% of our aggregate net sales in 2023. No individual customer accounted for more than 10% of our aggregate net sales in
either 2022 or 2021. International sales accounted for less than 10% in each of the last three years.
86
Product Information
The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and
services, and (4) equipment and other (which includes new truck body sales). The following table sets forth the major product
categories and their percentage of consolidated net sales (dollars in thousands):
Year ended December 31, 2023
New trailers
Used trailers
Components, parts and services
Equipment and other
Total net external sales
Year ended December 31, 2022
New trailers
Used trailers
Components, parts and services
Equipment and other
Total net external sales
Year ended December 31, 2021
New trailers
Used trailers
Components, parts and services
Equipment and other
Total net external sales
$
$
$
$
$
$
Transportation
Solutions
Parts &
Services
Eliminations
Consolidated
1,924,700
$
— $
(5,901) $ 1,918,799
75.7%
—
—
413,904
4,978
148,256
67,639
—
—
4,978
148,256
0.2%
5.8%
(17,076)
464,467
18.3%
2,338,604
$
220,873
$
(22,977) $ 2,536,500
100.0%
Transportation
Solutions
Parts &
Services
2,012,428
$
—
—
308,486
1,722
2,905
139,762
49,087
Eliminations
$
(1,286) $ 2,012,864
Consolidated
—
—
2,905
139,762
80.4%
0.1%
5.6%
(10,975)
346,598
13.9%
2,320,914
$
193,476
$
(12,261) $ 2,502,129
100.0%
Transportation
Solutions
Parts &
Services
1,354,375
$
165
—
278,779
179
2,349
131,929
42,709
Eliminations
$
Consolidated
(181) $ 1,354,373
—
—
2,514
131,929
75.0%
0.1%
7.3%
(7,036)
314,452
17.4%
1,633,319
$
177,166
$
(7,217) $ 1,803,268
100.0%
21. IMPAIRMENT, DIVESTITURES, AND SALES OF PROPERTY, PLANT, AND EQUIPMENT
During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress projects that
were no longer expected to be completed. In addition, the Company sold a building (and the related land) for net proceeds of
$1.1 million. A gain on sale of approximately $0.7 million was recognized as part of the sale. The impairment and gain on sale
are included in Impairment and other, net in the Consolidated Statements of Operations.
During the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured stainless
steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the
pharmaceutical, fine chemical, biotech, and nuclear end markets. Proceeds of the sale, net of transaction costs and cash
divested, totaled approximately $20.8 million. Prior to the sale, Extract was an operating unit within the historical DPG
reporting segment. A gain on sale of approximately $1.9 million was recognized in connection with the divestiture, and a
portion of the net proceeds from the sale were used to pay down outstanding principal under the New Term Loan Credit
Agreement as further described in Note 10. The gain on sale is included in Impairment and other, net in the Consolidated
Statements of Operations. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1
million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting
unit as a whole. This goodwill, along with net intangible assets of approximately $1.3 million, were included in the carrying
value of the disposed assets and the resulting gain recognized in connection with the sale.
During the first quarter of 2021, the Company impaired unused and obsolete property, plant, and equipment assets totaling
approximately $0.8 million. The impairment charges are included in Impairment and other, net in the Consolidated Statements
of Operations.
87
22. CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations for fiscal years 2023, 2022, and 2021 (dollars in
thousands, except per share amounts):
2023
Net sales
Gross profit
Net income attributable to common stockholders
Basic net income attributable to common
stockholders per share(1)
Diluted net income attributable to common
stockholders per share(1)
2022
Net sales
Gross profit
Net income attributable to common stockholders
Basic net income attributable to common
stockholders per share(1)
Diluted net income attributable to common
stockholders per share(1)
2021
Net sales
Gross profit
Net income (loss) attributable to common
stockholders
Basic net income (loss) attributable to common
stockholders per share(1)
Diluted net income (loss) attributable to common
stockholders per share(1)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
620,952
116,027
51,213
1.07
1.04
546,761
58,055
12,074
0.25
0.24
392,003
47,166
3,217
0.06
0.06
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
686,620
151,027
74,328
1.57
1.54
642,769
78,034
22,552
0.46
0.46
449,422
55,608
12,252
0.24
0.24
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
632,828
122,910
55,329
1.18
1.16
655,150
92,005
36,170
0.75
0.73
482,566
51,045
11,008
0.22
0.22
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
596,100
108,223
50,382
1.10
1.07
657,449
94,597
41,462
0.86
0.84
479,277
42,648
(25,313)
(0.51)
(0.51)
—————————
(1) Basic and diluted net income (loss) attributable to common stockholders per share is computed independently for each of the quarters
presented. Therefore, the sum of the quarterly net income (loss) attributable to common stockholders per share may differ from annual net
income (loss) attributable to common stockholders per share due to rounding.
88
ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A—CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance to our management and
board of directors that information required to be disclosed in the reports we file or submit under the Securities Exchange Act
of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. Based on an evaluation conducted under the supervision and with the participation of the Company’s management,
including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2023, including those procedures described below, we, including our
Chief Executive Officer and our Chief Financial Officer, determined that those controls and procedures were effective.
Changes in Internal Controls
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that
occurred during the fourth quarter of fiscal year 2023 that have materially affected or are reasonably likely to materially affect
our internal control over financial reporting.
Report of Management on Internal Control over Financial Reporting
The management of Wabash National Corporation (“the Company”) is responsible for establishing and maintaining adequate
internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of the financial statements in accordance with U.S. generally accepted
accounting principles; (3) provide reasonable assurance that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and (4) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023,
based on criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on this
assessment, management has concluded that internal control over financial reporting is effective as of December 31, 2023.
Ernst & Young LLP, an Independent Registered Public Accounting Firm, has audited the Company’s consolidated financial
statements as of and for the year ended December 31, 2023, and its report on internal controls over financial reporting as of
December 31, 2023, appears on the following page.
Brent L. Yeagy
Michael N. Pettit
February 22, 2024
President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
89
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Wabash National Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Wabash National Corporation’s internal control over financial reporting as of December 31, 2023, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Wabash National Corporation (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated
statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the
period ended December 31,2023, and the related notes and our report dated February 22, 2024 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of
Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Indianapolis, Indiana
February 22, 2024
90
ITEM 9B—OTHER INFORMATION
(c)
During the three months ended December 31, 2023, none of our directors or executive officers adopted or terminated any “Rule
10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation
S-K).
ITEM 9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company hereby incorporates by reference the information contained under the heading “Information About Our
Executive Officers” from Item 1 Part I of this Annual Report.
The Company hereby incorporates by reference the information contained under the headings “Delinquent Section 16(a)
Reports,” “Proposal 1 - Election of Directors” and “Corporate Governance” from its definitive Proxy Statement to be delivered
to stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual
Report in connection with the 2024 Annual Meeting of Stockholders to be held May 22, 2024.
Code of Ethics
As part of our system of corporate governance, our Board of Directors has adopted a Code of Business Conduct and Ethics
(“Code of Ethics”) that is specifically applicable to our Chief Executive Officer and Senior Financial Officers. This Code of
Ethics is available within the Corporate Governance section of the Investor Relations page of our website at ir.onewabash.com.
The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual
Report on Form 10-K unless expressly noted. We will disclose any waivers for our Chief Executive Officer or Senior Financial
Officers under, or any amendments to, our Code of Ethics by posting such information on our website at the address above.
ITEM 11—EXECUTIVE COMPENSATION
The Company hereby incorporates by reference the information contained under the headings “Compensation Discussion and
Analysis,” “Compensation Committee Report,” “Executive Compensation Tables,” and “Corporate Governance—Director
Compensation” from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC
within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2024 Annual Meeting of
Stockholders to be held May 22, 2024.
ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The Company hereby incorporates by reference the information contained under the headings “Beneficial Ownership
Information—Beneficial Ownership of Common Stock” and “Equity Compensation Plan Information” from its definitive Proxy
Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal
year covered by this Annual Report in connection with the 2024 Annual Meeting of Stockholders to be held on May 22, 2024.
ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Company hereby incorporates by reference the information contained under the headings “Corporate Governance—Board
Structure and its Role in Risk Oversight—Director Independence” and “Corporate Governance—Related Persons Transactions
Policy” from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within
120 days after the end of the fiscal year covered by this Annual Report in connection with the 2024 Annual Meeting of
Stockholders to be held on May 22, 2024.
ITEM 14—PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by Item 14 of this form and the Audit Committee’s pre-approval policies and procedures regarding the
engagement of the principal accountant are incorporated herein by reference to the information contained under the heading
“Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm” from the Company’s definitive
Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the
fiscal year covered by this Annual Report in connection with the 2024 Annual Meeting of Stockholders to be held on May 22,
2024.
91
PART IV
ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements: The Company has included all required financial statements in Item 8 of this Annual Report. The
financial statement schedules have been omitted as they are not applicable, or the required information is included in the
Notes to the consolidated financial statements.
(b) Exhibits: Reference is made to the Exhibit Index of this Annual Report for a list of exhibits filed with this Annual Report
or incorporated herein by reference to the document.
ITEM 16 – FORM 10-K SUMMARY
None.
No.
3.01
3.02
4.01
4.02
4.03
4.04
EXHIBIT INDEX
Description
Amended and Restated Certificate of Incorporation of the Company, as amended (5)
Amended and Restated Bylaws of the Company, as amended (15)
Specimen Stock Certificate (1)
Indenture, dated as of October 6, 2021, by and among Wabash National Corporation, the several guarantors named therein and
Wells Fargo Bank, National Association, as trustee (14)
Form of 4.50% Senior Notes due 2028 (14)
Description of Securities (9)
10.01#
2011 Omnibus Incentive Plan (3)
10.02#
2017 Omnibus Incentive Plan (6)
10.03#
Change in Control Severance Pay Plan (4)
10.04# Wabash National Corporation Executive Severance Plan (2)
10.05#
Form of Wabash National Corporation Time-Vesting Restricted Stock Unit Agreement for awards granted to employees under
the 2017 Omnibus Incentive Plan (12)
10.06# Wabash National Corporation Supplemental Plan, effective May 12, 2020 (10)
10.07#
10.08#
10.09
10.1
10.11
10.12
Form of Wabash National Corporation Restricted Stock Unit Agreement for awards granted to non-employee directors under the
2017 Omnibus Incentive Plan prior to 2024 (10)
Form of Wabash National Corporation Performance-Based Restricted Stock Unit Agreement for awards granted to employees
under the 2017 Omnibus Incentive Plan (12)
Second Amended and Restated Credit Agreement dated December 21, 2018, among Wabash National Corporation, certain
subsidiaries of Wabash National Corporation, the lenders from time to time party thereto and Wells Fargo Capital Finance, LLC,
as administrative agent (8)
First Amendment to Second Amended and Restated Credit Agreement, dated September 28, 2020, among Wabash National
Corporation, certain of its subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as the arranger and administrative agent
for the Lenders, and the Lenders party thereto (11)
Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated
Credit Agreement, dated as of September 28, 2021, among Wabash National Corporation, certain of its subsidiaries party thereto,
the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (13)
Third Amendment to Second Amended and Restated Credit Agreement dated as of September 23, 2022, among Wabash National
Corporation, certain subsidiaries of Wabash National Corporation, the lenders from time-to-time party thereto and Wells Fargo
Capital Finance, LLC as arranger and administrative agent (16)
10.13#
Form of Indemnification Agreement with Directors and Executive Officers (7)
10.14#
Form of Wabash National Corporation Restricted Stock Unit Agreement for awards to be granted to non-employee directors
under the 2017 Omnibus Incentive Plan after 2023 (17)
21.1
23.1
31.1
31.2
32.1
97.1
List of Significant Subsidiaries (17)
Consent of Ernst & Young LLP (17)
Certification of Principal Executive Officer (17)
Certification of Principal Financial Officer (17)
Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. Section 1350) (17)
Wabash National Corporation Compensation Recovery Policy (17)
92
101
The following materials from Wabash National Corporation’s Annual Report on Form 10-K for the year ended December 31,
2023 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance
Sheets at December 31, 2023 and 2022, (ii) the Consolidated Statements of Operations for the twelve months ended December
31, 2023, 2022, and 2021, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the twelve months ended
December 31, 2023, 2022, and 2021, (iv) the Consolidated Statements of Stockholders’ Equity for the twelve months ended
December 31, 2023, 2022, and 2021, (v) the Consolidated Statements of Cash Flows for the twelve months ended December 31,
2023, 2022, and 2021, (vi) Notes to the Consolidated Financial Statements, (vii) the information in Part I, Item 1C Cybersecurity,
and (viii) the information in Part II, Item 9B Other Information. The instance document does not appear in the interactive data file
because its XBRL tags are embedded within the Inline XBRL document. (17)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (17)
# Management contract or compensatory plan
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Incorporated by reference to the Registrant’s registration statement on Form S-3 (Registration No. 333-27317) filed on May 16,
1997
Incorporated by reference to the Registrant’s Form 8-K filed on December 16, 2015 (File No. 001-10883)
Incorporated by reference to the Registrant’s Form 8-K filed on May 25, 2011 (File No. 001-10883)
Incorporated by reference to the Registrant’s Form 8-K filed on September 14, 2011 (File No. 001-10883)
Incorporated by reference to the Registrant’s Form 10-Q filed on November 1, 2011 (File No. 001-10883)
Incorporated by reference to the Registrant’s Form S-8 filed on May 18, 2017 (File No. 333-218085)
Incorporated by reference to the Registrant’s Form 8-K filed on December 15, 2017 (File No. 001-10883)
Incorporated by reference to the Registrant’s Form 8-K filed on December 27, 2018 (File No. 001-10883)
Incorporated by reference to the Registrant’s Form 10-K filed on February 25, 2020 (File No. 001-10883)
(10)
Incorporated by reference to the Registrant’s Form 10-Q filed on July 29, 2020 (File No. 001-10883)
(11)
Incorporated by reference to the Registrant’s Form 8-K filed on September 30, 2020 (File No. 001-10883)
(12)
Incorporated by reference to the Registrant’s Form 10-K filed on February 25, 2021 (File No. 001-10883)
(13)
Incorporated by reference to the Registrant’s Form 8-K filed on September 29, 2021 (File No 001-10883)
(14)
Incorporated by reference to the Registrant’s Form 8-K filed on October 6, 2021 (File No 001-10883)
(15)
Incorporated by reference to the Registrant’s Form 8-K filed on February 22, 2022 (File No 001-10883)
(16)
Incorporated by reference to the Registrant’s Form 8-K filed on September 26, 2022 (File No 001-10883)
(17) Filed herewith
93
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
WABASH NATIONAL CORPORATION
February 22, 2024
By:
/s/ Michael N. Pettit
Michael N. Pettit
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated.
Signature and Name
Title
Date
/s/ Brent L. Yeagy
President and Chief Executive Officer, Director
February 22, 2024
Brent L. Yeagy
(Principal Executive Officer)
/s/ Michael N. Pettit
Senior Vice President and Chief Financial Officer
February 22, 2024
Michael N. Pettit
(Principal Financial Officer and Principal Accounting Officer)
/s/ Larry J. Magee
Chairman of the Board of Directors
February 22, 2024
Larry J. Magee
/s/ Therese M. Bassett
Director
Therese M. Bassett
/s/ John G. Boss
John G. Boss
Director
/s/ Trent J. Broberg
Director
Trent J. Broberg
/s/ Ann D. Murtlow
Ann D. Murtlow
/s/ Sudhanshu Priyadarshi
Sudhanshu Priyadarshi
Director
Director
/s/ Scott K. Sorensen
Director
Scott K. Sorensen
/s/ Stuart A. Taylor II
Director
Stuart A. Taylor II
94
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
CERTIFICATIONS
Exhibit 31.1
I, Brent L. Yeagy, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Wabash National Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: February 22, 2024
/s/ Brent L. Yeagy
Brent L. Yeagy
President and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATIONS
Exhibit 31.2
I, Michael N. Pettit, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Wabash National Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: February 22, 2024
/s/ Michael N. Pettit
Michael N. Pettit
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
Exhibit 32.1
The undersigned, the President and Chief Executive Officer and the Senior Vice President and Chief Financial
Officer of Wabash National Corporation (the "Company"), each hereby certifies that, to his knowledge, on
February 22, 2024:
• the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 filed on
February 22, 2024, with the Securities and Exchange Commission (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ Brent L. Yeagy
Brent L. Yeagy
President and Chief Executive Officer
February 22, 2024
/s/ Michael N. Pettit
Michael N. Pettit
Senior Vice President and Chief Financial Officer
February 22, 2024
A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Wabash National Corporation and will be retained
by Wabash National Corporation and furnished to the Securities and Exchange Commission or its staff upon
request.
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Stockholder Information
Executive Officers
Brent L. Yeagy
President and Chief Executive Officer
Director of the Board
Directors
Therese M. Bassett
Managing Director
NuVentures LLC
M. Kristin Glazner
Senior Vice President, Chief Administrative
Officer, Corporate Secretary
John G. Boss
Former President and Chief Executive Officer
Momentive Performance Materials Inc.
Kevin J. Page
Senior Vice President, Chief Commercial
Officer
Trent J. Broberg
Chief Executive Officer
ACERTUS
Michael N. Pettit
Senior Vice President, Chief Financial Officer
Dustin T. Smith
Senior Vice President, Chief Operating Officer
Auditors
Ernst & Young LLP
111 Monument Circle
Suite 4000
Indianapolis, IN 46204-5120
Transfer Agent
EQ Shareowner Services
1110 Centre Pointe Curve
Suite 101
Mendota Heights, MN 55120-4100
Telephone (U.S. Residents): 1-800-401-1957
Telephone (Canada or U.S. Virgin Island
Residents): 1-800-468-9716
Form 10-K
In lieu of a separate annual report to
stockholders, enclosed is Wabash National
Corporation’s Form 10-K, which includes as an
exhibit the certifications required by Section 302
of the Sarbanes Oxley Act.
Stock Listing
Symbol: WNC
New York Stock Exchange
Internet Address
www.onewabash.com
Larry J. Magee, Chairman of the Board
President
Magee Ventures Group
Ann D. Murtlow
Former President and Chief Executive Officer
United Way of Central Indiana
Former President and Chief Executive Officer
Indianapolis Power & Light Company
Sudhanshu Priyadarshi
Chief Financial Officer and President,
International
Keurig Dr Pepper Inc. (KDP)
Scott K. Sorensen
Former President
Thatcher Company, Inc.
Stuart A. Taylor II
Chief Executive Officer
The Taylor Group LLC
Brent L. Yeagy
President and Chief Executive Officer
Wabash National Corporation
Requests
For stockholder requests for information, please
contact:
Wabash National Corporation
c/o VP - Investor Relations
3900 McCarty Lane
Lafayette, IN 47905
(765) 771-5310
investor.relations@onewabash.com
2023 Annual Report
W
a
b
a
s
h
N
a
t
i
o
n
a
l
C
o
r
p
o
r
a
t
i
o
n
2
0
2
3
A
n
n
u
a
l
R
e
p
o
r
t
Wabash National Corporation
3900 McCarty Ln
Lafayette, IN 47905
Changing How the World
Reaches You ®