Diane Duren
WERNER ENTERPRISESAbout Diane K. Duren
Diane K. Duren, age 65, is an independent Class II director of Werner Enterprises, initially elected in May 2017, with approximately eight years of board tenure as of 2025 . She is a former Executive Vice President, Chief Administrative Officer and Corporate Secretary of Union Pacific Corporation and began her career as a certified public accountant with Deloitte, Haskins & Sells; she is designated by the board as an “audit committee financial expert” . Her core credentials span transportation industry leadership, finance and accounting, human capital management, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Corporation | Executive Vice President, Chief Administrative Officer & Corporate Secretary | Retired Feb 2017; 32-year tenure at UP | Senior leadership across finance, sales/marketing; governance expertise |
| Union Pacific Corporation | VP & General Manager, Chemical Marketing/Sales; Agricultural Products | Part of 32-year tenure | P&L and commercial leadership in transportation |
| Deloitte, Haskins & Sells | Certified Public Accountant | Early career | Financial reporting and audit foundation |
External Roles
| Organization | Role | Public/Private/Non-profit | Committees/Notes |
|---|---|---|---|
| Savage Companies | Director | Private | Infrastructure and supply chain services; governance/industry exposure |
| U.S. Silica Holdings, Inc. | Director (prior; while public) | Public (prior) | Prior public company board experience |
| Metropolitan Entertainment & Convention Authority (MECA) of Omaha | Chair of the Board | Non-profit/municipal | Board leadership |
| Creighton University | Chair, Board of Trustees | Non-profit/academic | Board leadership; fiduciary oversight |
| Peter Kiewit Foundation | Trustee | Non-profit | Philanthropy/governance |
| American Red Cross (Heartland Chapter) | Former Chair | Non-profit | Community leadership |
| Children’s Nebraska | Former Board Member | Non-profit | Healthcare governance |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under SEC/Nasdaq rules; all committee members meet applicable independence requirements. Duren is independent .
- Committee assignments: Audit Committee member; Compensation Committee Chair; Board held 6 meetings in 2024. Committees held: Audit (4), Compensation (5), ESG (3), Governance (5). Four executive sessions of independent directors were held in 2024 .
- Financial expert: Duren is designated as having financial sophistication and as an “audit committee financial expert” under SEC rules .
- Attendance: Each incumbent director met at least 75% attendance across board and committee meetings; all directors attended the May 2024 annual meeting .
- Lead Independent Director: Scott C. Arves; independent directors met in executive session typically after each quarterly board meeting (4 sessions in 2024) .
- Insider trading, hedging/pledging: Company policy prohibits directors and designated insiders from hedging or pledging company stock .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Board Cash Retainer | $75,000 | Quarterly installments of $18,750 | Independent director retainer |
| Compensation Committee Chair Retainer | $10,000 | Quarterly installments of $2,500 | Chair fee |
| Audit Committee Chair Retainer | — | — | Not applicable (she is member, not chair) |
| Lead Independent Director Retainer | — | — | Not applicable |
| Meeting Fees | None | — | No meeting fees disclosed |
| Reimbursement of Expenses | At cost | As incurred | Reasonable out-of-pocket travel expenses |
Director-level 2024 actuals:
- Cash fees earned: $85,000; Stock awards: $100,000; Total: $185,000 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Vesting Schedule | Dividend/Voting Rights |
|---|---|---|---|---|---|---|
| Restricted Stock (Annual Director Grant) | May 14, 2024 | 2,739 shares | $36.51 | $100,000 | 34% / 33% / 33% annually; fully vested May 14, 2027 | No voting/dividends until vested |
Notes:
- Independent directors received only service-vesting restricted stock; no options or non-equity incentive awards for directors .
- Valuation reduced by present value of estimated future dividends due to no dividend rights prior to vesting (assumed $0.14 quarterly dividend; 4.0% risk-free rate) .
Other Directorships & Interlocks
| External Board | Overlap with WERN (customers/suppliers/competitors) | Potential Conflict/Notes |
|---|---|---|
| Savage Companies | Not disclosed as a WERN related-party | No related-party transaction disclosed for Duren; independence affirmed |
| U.S. Silica Holdings, Inc. (prior) | Not disclosed | Prior public board; no current WERN conflict disclosed |
Related-party context (board-wide): MLSI engagement (Livingstone) and North End Teleservices transaction (Tapio) were reviewed; independence affirmed, and affected directors recuse per policy. No Duren-related transactions disclosed .
Expertise & Qualifications
- Transportation industry leadership; prior executive roles at Union Pacific .
- Finance/accounting expertise; CPA background; audit committee financial expert designation .
- Human capital/compensation governance; Chair, Compensation Committee .
- Corporate governance; leadership on multiple non-profit boards .
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Beneficial Ownership (Total Shares) | Mar 4, 2025 | 19,599 shares; <1% of outstanding (61,924,797 shares) |
| Right to Acquire within 60 days | Mar 4, 2025 | 0 shares |
| Unvested Restricted Stock Outstanding | Dec 31, 2024 | 5,036 shares |
| Options (Exercisable/Unexercisable) | Dec 31, 2024 | None outstanding |
| Hedging/Pledging | Policy | Prohibited for directors |
| Director Stock Ownership Guidelines | Updated Mar 2022 | 5.0× annual cash retainer; five-year compliance window; Duren met guidelines as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent director with deep transportation and finance experience; designated audit financial expert; Chairs Compensation Committee with use of independent consultant (FW Cook) and no consultant conflicts; no tax gross-ups; hedging/pledging prohibited; directors only receive simple cash retainer plus service-vesting restricted stock, aligning with shareholder interests .
- Pay-for-performance context: 2024 say-on-pay received 89% support, indicating broad investor alignment with compensation oversight under Duren’s committee leadership .
- Attendance/engagement: Met at least 75% attendance threshold; participated in executive sessions; full board attended the 2024 annual meeting—signals engagement .
- Conflicts: No related-party transactions disclosed for Duren; board-level independence affirmed; policies require recusal where applicable; no pledging/hedging are allowed—reduced alignment risk .
- Watch items: As Compensation Chair, oversight is pivotal in a tough operating year with TSR down over one and three years; continued rigor around AIP adjustments and performance share metrics will be an investor focus .