Jack Holmes
WERNER ENTERPRISESAbout Jack A. Holmes
Independent director of Werner Enterprises since August 2018 (initially elected by stockholders in May 2019). Age 65. Former President of UPS Freight (2007–2016) with prior leadership roles in operations, engineering, and HR at UPS; currently Executive Chairman of EmergeTech, Inc. (freight procurement solutions). Committee service: Compensation Committee and Nominating & Corporate Governance Committee. The Board classifies him as independent under SEC/Nasdaq rules. Approximate Board tenure ~7 years as of 2024 matrix.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPS Freight | President | 2007–2016 | Led transition for UPS’s 2005 purchase of Overnite (now UPS Freight); senior leadership roles in operations, engineering, HR at UPS. |
| UPS (pre-Freight) | Various leadership roles | 1979–2007 | Operations, Engineering, Human Resources leadership prior to UPS Freight presidency. |
| National Freight Advisory Committee | Co-Chair, Conditions/Performance/Data Subcommittee | Prior service | Federal advisory engagement on freight policy; governance and data oversight themes. |
| American Transportation Research Institute (ATRI) | Board service (former) | Prior service | Industry research and policy exposure. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| EmergeTech, Inc. | Executive Chairman | Private | Freight procurement solutions; current role. |
| Sharps Compliance | Director; Chair of Nominating & Corporate Governance and Compensation Committees | Formerly public | Prior public company directorship and committee chair experience. |
| Redwood Logistics | Director (former) | Private | Logistics industry exposure. |
| LaserShip | Director (former) | Private | Parcel/logistics exposure. |
| 10-4 Systems | Director (former) | Private | Transportation tech exposure. |
Board Governance
- Independence: The Board has affirmatively determined all directors except the CEO are independent under SEC/Nasdaq rules; Holmes is classified independent.
- Committees (2024): Compensation Committee member; Nominating & Corporate Governance Committee member. Chairs: Audit (Wellman), Compensation (Duren), ESG (Tapio), Governance (Arves). Meetings in 2024: Audit 4; Compensation 5; ESG 3; Governance 5; Board 6.
- Attendance: Each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the May 2024 Annual Meeting.
- Prior chair role: Holmes served as Chair of Governance Committee (Apr 2020–Apr 2022).
- Director skills matrix: Holmes flagged for strategy/risk, CEO experience, IT/Cyber/AI, marketing/sales, transportation industry, corporate governance, financial/accounting; approximate tenure 7 years.
Fixed Compensation
| Component (Independent Director) | 2024 Amount/Frequency | Notes |
|---|---|---|
| Board cash retainer | $75,000 per year (paid quarterly at $18,750) | Standard for all independent directors. |
| Committee chair retainers | N/A for Holmes | Chairs receive: Audit $15,000; Compensation $10,000; ESG $10,000; Governance $10,000. |
| Lead Independent Director retainer | N/A for Holmes | $25,000 (not applicable to Holmes). |
| Actual cash fees received (Holmes) | $75,000 | 2024 Director Compensation table. |
Performance Compensation
Independent directors receive time-vested restricted stock (no options; no performance stock).
| Equity Award Detail | Value/Metric | Terms |
|---|---|---|
| Annual restricted stock grant (5/14/2024) | $100,000 grant-date fair value | Vesting: 34%/33%/33% annually beginning one year after grant; fully vested by 5/14/2027; no voting or dividend rights until vesting. |
| Shares granted (Holmes, 5/14/2024) | 2,739 shares at $36.51 grant-date FV per share | FV net of present value of estimated future dividends; methodology disclosed. |
| Unvested restricted shares outstanding (12/31/2024) | 5,036 shares (Holmes) | No option awards outstanding for independent directors. |
Directors do not receive options, non-equity incentives, or dividends on unvested shares.
Other Directorships & Interlocks
| Company | Nature of tie to WERN | Related-party/Conflict status |
|---|---|---|
| Mastery Logistics Systems, Inc. (board: Livingstone) | WERN customer/vendor relationship exists; not tied to Holmes | Board reviewed independence; Livingstone recused; Board maintained independence. |
| North End Teleservices (CEO: Tapio) | WERN services agreement ~$1.107M over 3 years; 2024 costs $369k | Reviewed/approved by Governance Committee; arm’s-length; not tied to Holmes. |
- No related-person transactions disclosed for Holmes or his family; independence determinations did not cite any Holmes-related relationships.
Expertise & Qualifications
- Transportation operations and M&A integration leadership (UPS Freight president; led Overnite integration).
- Governance and committee leadership (prior Governance Committee Chair at WERN; committee chair experience at prior public company).
- Technology/logistics exposure (EmergeTech executive chair; IT/Cyber/AI skill flagged by WERN matrix).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/4/2025) | 5,820 shares (<1% of outstanding). |
| Unvested restricted stock (12/31/2024) | 5,036 shares (Holmes). |
| Director ownership guidelines | ≥5.0× annual cash retainer; five years from March 2022 policy update or election to comply; Holmes within compliance period. |
| Hedging/Pledging | Prohibited for directors and designated insiders (no hedging, no pledging/margin). |
| Section 16(a) compliance | Company states timely compliance for 2024 by officers/directors, except one late Form 4 by an executive (not Holmes). |
Director Compensation (Holmes 2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $75,000. |
| Stock awards (grant-date FV) | $100,000. |
| Total | $175,000. |
Shareholder Voting Signals (2025 Annual Meeting – May 13, 2025)
| Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Jack A. Holmes (Class I to 2028) | 51,497,273 | 4,004,494 | — | 3,652,447 |
| Say-on-Pay (Advisory) | 49,281,522 | 4,486,858 | 1,733,387 | 3,652,447 |
| Ratify KPMG (2025) | 58,335,231 | 814,231 | 4,752 | — |
Additional context: Prior say-on-pay support in 2024 was 89% in favor.
Compensation Committee Analysis (Governance Quality)
- Committee composition includes independent directors; Holmes serves as a member (not Chair). Interlocks: none.
- Independent compensation consultant (FW Cook) engaged by the Compensation Committee; independence assessed; no conflicts of interest reported.
Governance Assessment
- Strengths: Independent status; relevant sector leadership; prior committee chair experience; active service on Compensation and Governance committees; ≥75% attendance; strong re-election support (51.5M For vs. 4.0M Withheld).
- Alignment: Director pay mix is balanced (cash retainer + time-vested equity); unvested holdings provide continued alignment; hedging/pledging prohibited; robust ownership guideline (≥5× retainer) with a compliance runway through 2027.
- Shareholder signals: Say-on-Pay passed with sizable support; auditor ratification passed strongly.
- Conflicts: No related-party transactions disclosed for Holmes; Board independence review did not flag Holmes.
- RED FLAGS: None disclosed specific to Holmes. Watch item: current disclosed ownership is modest in absolute terms (<1%), though he is within the policy window to meet the elevated director ownership guideline by March 2027, and also holds unvested restricted shares.