Carmen Tapio
WERNER ENTERPRISESAbout Carmen A. Tapio
Independent director of Werner Enterprises (WERN); age 59; appointed by the Board in November 2020 and first elected by stockholders in May 2021. Founder and Chief Executive Officer of North End Teleservices, LLC (advanced contact center solutions). Current WERN roles: Chair, Environmental, Social and Governance (ESG) Committee; member, Nominating and Corporate Governance Committee. The Board has determined she is independent under SEC and Nasdaq rules, with a related‑party transaction disclosed and approved (see Related Party section).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North End Teleservices, LLC | Founder; CEO (since 2017); formerly President & COO | 2015–present (CEO since 2017) | Leads a tech-enabled contact center services firm; brings customer operations perspective |
| Core Advantage Consulting (Omaha) | Owner/Manager | 2010–2015 | Management and advisory experience |
| Carlson Companies (Minneapolis) | Multiple Vice President positions | 2001–2009 | Large enterprise leadership across geographies (U.S., Australia, Mexico, Europe) |
External Roles
| Organization | Role | Status/Dates | Notes |
|---|---|---|---|
| Federal Reserve Bank of Kansas City | Executive Committee member | Current | Regional economic and risk oversight exposure |
| Omaha Inland Port Authority | Board of Commissioners | Current | Public infrastructure governance exposure |
| Ewing Marion Kauffman Foundation | Board of Trustees | Current | Entrepreneurial ecosystem experience |
| University of Nebraska Foundation | Board of Trustees | Current | Education/endowment governance |
| Omaha Zoological Society | Board member | Current | Non-profit governance |
| Greater Omaha Chamber of Commerce | Former Chair, Board | Prior | Business community leadership |
| State of Nebraska Blueprint Nebraska | Chaired Leadership, Diversity & Inclusion Council | Prior | Public policy/ESG experience |
| Nebraska Black Women United | Founder | Prior | Community leadership |
Board Governance
- Independence: Independent (Board affirms independence for all directors except CEO Derek Leathers). The Board reviewed and approved a related‑party transaction involving North End Teleservices; Tapio did not participate.
- Committee assignments (2024): ESG Committee (Chair); Nominating & Corporate Governance Committee (member). Not on Audit or Compensation Committees.
- Meeting cadence and attendance (2024): Board met 6 times; ESG 3; Governance 5; independent directors held 4 executive sessions. Each director attended at least 75% of aggregate Board and committee meetings and all directors attended the May 2024 annual meeting.
- Board leadership: CEO also serves as Chair; Lead Independent Director is Scott C. Arves with defined responsibilities for executive sessions, agenda review, and succession planning.
Fixed Compensation (Director)
| Component | Amount | Frequency/Terms | 2024 Amount Received (Tapio) |
|---|---|---|---|
| Board cash retainer | $75,000 | Paid quarterly | Included in cash total |
| ESG Committee Chair retainer | $10,000 | Paid quarterly | Included in cash total |
| Total cash fees (Tapio) | — | — | $85,000 |
| Committee/meeting fees | None disclosed | — | $0 |
| Benefits/perquisites | Reimbursement of reasonable out-of-pocket director expenses | At cost | — |
Notes: Only independent directors are compensated; employee directors receive no director pay.
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Value | Vesting | Terms |
|---|---|---|---|---|
| Annual restricted stock (Tapio and all independent directors) | May 14, 2024 | 2,739 shares; $100,000 grant-date fair value ($36.51/share less PV of dividends) | 34%/33%/33% annually; fully vests May 14, 2027 | No voting/dividends prior to vest; granted under 2023 LTIP |
No option awards to independent directors were outstanding.
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Tapio.
- Compensation Committee interlocks: Company disclosed none in 2024 (and Tapio is not on the Compensation Committee).
Expertise & Qualifications
- Founder/CEO of a technology-enabled customer contact services company; prior multi-geography Fortune 500/100 leadership (Carlson).
- Public policy and community leadership roles (Federal Reserve Bank of Kansas City executive committee; various civic boards), reinforcing ESG and stakeholder engagement experience.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 7,620 shares | <1% of outstanding; as of March 4, 2025 |
| Unvested restricted stock outstanding (12/31/24) | 5,036 shares | As of year-end 2024 |
| Options outstanding | None | No director option awards outstanding |
| Ownership guidelines | 5.0x annual cash retainer; 5 years to comply; must retain granted RS until met | Directors’ guideline; Tapio already met guideline as of 12/31/24 |
| Hedging/pledging | Prohibited for directors and other designated insiders | Insider Trading Policy prohibits hedging and pledging |
Related Party Exposure (Conflict Review)
- Master Services Agreement with North End Teleservices (Tapio’s company) signed Feb 24, 2024 for supplemental staffing of internal service desk representatives; 3-year term; total cost approximately $1,107,000; 2024 costs $369,000. Reviewed and approved by the Governance Committee without Tapio’s participation; Company asserts terms are at arm’s length.
- Independence determination explicitly considered this relationship; Board concluded independence is not materially affected.
Insider Trades (Section 16)
| Period | Disclosures in Proxy | Notes |
|---|---|---|
| 2024 | Company states all directors/officers complied timely with Section 16(a) filing requirements, except one Form 4 for a different executive (Nordlund). No Tapio delinquency disclosed. | Proxy does not tabulate individual Form 4 trades; no delinquency noted for Tapio. |
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval: 89% support.
Governance Assessment
-
Strengths:
- Independent director; Chairs ESG Committee and serves on Governance Committee—positions central to sustainability oversight, director nominations, and related‑party transaction oversight. Attendance threshold met; all directors attended 2024 annual meeting.
- Clear director pay structure with modest cash retainers and time‑vested equity; no options; alignment reinforced by 5x retainer ownership guideline (Tapio in compliance). Hedging/pledging prohibited.
- Board considered and disclosed related‑party exposure; implemented recusal and committee review.
- Healthy say‑on‑pay support suggests investors broadly accept compensation governance.
-
Watch items / Potential red flags:
- Related‑party transaction with North End Teleservices (services totaling ~$1.107M over 3 years; $369k in 2024). While approved without her participation and represented as arm’s‑length, perceived conflict risk persists—continued monitoring of scope, pricing, and performance is warranted.
- ESG Committee met three times in 2024; as ESG Chair, demonstrating robust oversight and measurable disclosures remains important in a challenging freight market.
Overall, Tapio exhibits strong independence and governance engagement with clear alignment mechanisms (equity, ownership guideline), balanced against a manageable related‑party exposure that is being overseen through established board processes.