Gayle Packer
WERNER ENTERPRISESAbout Gayle Packer
Appointed to Werner Enterprises’ Board on May 13, 2025 to fill a Class III vacancy; assigned to the Audit Committee and ESG Committee . She is President & CEO of Terracon Consultants Inc., and previously practiced law as a corporate tax and employee benefits attorney; she holds a Master of Laws degree . Werner’s Class III director terms end at the 2027 Annual Meeting per the company’s class structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terracon Consultants Inc. | President & CEO | Not disclosed | Leads a large national engineering firm (180+ locations, 7,000+ associates) |
| Law practice (corporate tax and employee benefits) | Attorney | Prior to Terracon | Master of Laws; corporate tax/benefits focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VHB Inc. | Board member | Not disclosed | Civil engineering/design firm (transportation infrastructure) |
| Greater Kansas City Community Foundation | Board member | Not disclosed | Non-profit board |
| Greater Kansas City Chamber of Commerce | Board member | Not disclosed | Regional business leadership |
| Construction Industry Round Table | Board member | Not disclosed | Industry leadership forum |
| ACE Mentor Program of America | Executive committee | Not disclosed | Youth careers in architecture/construction/engineering |
| Design Professionals Coalition (ACEC) | Executive committee | Not disclosed | Industry coalition leadership |
| ACEC Research Institute | Former board member | Not disclosed | Prior research institute board service |
Board Governance
- Committee assignments: Audit Committee and ESG Committee (member; not chair) .
- Independence and standards: Werner states Audit Committee members are independent under SEC/Nasdaq; Audit Committee also oversees controls, data privacy, and cybersecurity risk .
- Board leadership: Combined Chair/CEO structure with a Lead Independent Director (Scott C. Arves) who presides over executive sessions and leads succession planning .
- Attendance baseline: In 2024, all incumbent directors attended ≥75% of Board and relevant committee meetings; four executive sessions of independent directors were held .
- Committee cadence (2024): Audit 4, Compensation 5, ESG 3, Governance 5, Board 6 meetings .
Fixed Compensation
| Component | Amount | Frequency/Terms | Source |
|---|---|---|---|
| Cash retainer – Board membership | $75,000 | Paid quarterly ($18,750) | |
| Restricted stock award – Board membership | $100,000 | Time-based vesting over 3 years (annual vest 34%/33%/33%; no voting/dividends until vest) | |
| Committee chair fees (if applicable) | $10,000–$15,000 | Audit Chair $15,000; Compensation/ESG/Governance Chair $10,000; paid quarterly |
- Packer will receive the same independent director package as other independent directors (cash retainer and annual restricted stock); cash paid quarterly; equity vests over three years .
- Independent directors do not receive options, non-equity incentive awards, pensions, or deferred compensation benefits; reimbursed for reasonable travel expenses .
Performance Compensation
- Independent directors do not receive performance-based annual bonuses, PSUs, or options; equity grants are time-based restricted stock only .
Other Directorships & Interlocks
- Current public company directorships: None disclosed in appointment materials; roles listed are private company/non-profit/industry organizations .
- Related-party transactions: Appointment 8‑K states no related person transactions requiring Item 404(a) disclosure for Packer .
- Governance Committee oversees related person transactions process; conflicted directors recuse from approvals .
Expertise & Qualifications
- CEO experience leading a large national engineering consulting firm; expertise in expansion, integration, client service, safety, and innovation, per Werner CEO commentary .
- Legal background in corporate tax and employee benefits; Master of Laws degree .
- Industry leadership roles across engineering and construction forums and community boards, supporting ESG governance and stakeholder engagement .
Equity Ownership
| Filing | Event Date | Filed Date | Title | Common Shares Owned | Derivatives | Notes |
|---|---|---|---|---|---|---|
| Form 3 (initial) | 05/13/2025 | 05/21/2025 | Director | 0 (Direct) | None | Initial statement of beneficial ownership upon appointment |
- Director stock ownership guidelines require ownership ≥5x annual cash retainer; five years to comply; independent directors must retain all restricted stock until meeting guidelines .
- Insider Trading Policy prohibits hedging and pledging by directors (including puts, calls, collars, swaps, margin accounts) .
Governance Assessment
- Board effectiveness: Packer strengthens Audit and ESG oversight with CEO-operating experience in a safety- and compliance-heavy sector; Audit Committee independence requirements apply to her assignment .
- Alignment and incentives: Annual restricted stock with multi-year vesting, mandatory ownership guidelines (5x retainer), and hedging/pledging prohibitions support long-term alignment; no director performance pay or options reduces incentive to take undue risk .
- Conflicts: 8‑K explicitly reports no related person transactions for Packer; Governance Committee maintains robust review/approval processes for any future related party matters .
- Attendance and engagement: 2024 baseline suggests high Board engagement; Packer’s tenure began mid‑2025, so attendance metrics for her will be observable in the next proxy .
- Red flags: None disclosed to date—no pledging/hedging permitted, no related parties reported, and independent director pay structure is standard (cash retainer + time‑vested equity) .