Michelle Greene
WERNER ENTERPRISESAbout Michelle D. Greene
Michelle D. Greene, 55, is an independent director of Werner Enterprises (Class I), appointed in November 2023 and first elected by stockholders in May 2024; she is a nominee for a new term expiring at the 2028 Annual Meeting . Greene is Executive Vice President and Chief Information Officer, Global Technology and Business Services at Cardinal Health, bringing deep experience in technology infrastructure, digital systems, and cybersecurity; her tenure on Werner’s board is approximately 1.5 years, and she is classified as independent under Nasdaq/SEC rules . Core credentials include public-company officer experience, strategy/risk oversight, and IT/cyber/AI competency per the board’s skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health | EVP, Chief Information Officer, Global Technology & Business Services | Aug 2022–present | Leads digital/commercial technologies, IT, and technology processes |
| Cardinal Health (Pharmaceutical Segment) | SVP & CIO | Prior to Aug 2022 | Segment technology leadership |
| Masco Corporation | Vice President, Information Technology | Mar 2018–Feb 2021 | Enterprise IT leadership |
| Johnson Controls | IT leadership positions | 2009–2018 | Various leadership roles in IT |
| Sony Ericsson | Business infrastructure and IT | 2000–2008 | Business/IT roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cardinal Health Foundation | Board member | Current | Sponsors Cardinal’s STEM Initiative and Black & African American ERG |
| Goodwill of Southeastern Wisconsin | Board member | Current | Non-profit governance |
| Goodwill Manufacturing, Inc. | Vice-Chair | Current | Non-profit governance |
| GreenPath Financial Wellness | Vice-Chair | Current | Non-profit governance |
| Information Technology Senior Management Forum | Member | Current | Executive leadership community |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Greene is independent; all committee members meet SEC/Nasdaq independence standards |
| Committees | Audit Committee (member); ESG Committee (member) |
| Committee Chairs | Not a chair (Audit Chair: Alexi Wellman; ESG Chair: Carmen Tapio) |
| Audit financial expert | Board designated Duren and Wellman as “audit committee financial experts,” not Greene |
| Attendance | Each incumbent director attended ≥75% of aggregate Board/committee meetings in 2024; all directors attended the May 2024 annual meeting |
| Executive sessions | Four independent-director executive sessions in 2024; Lead Independent Director: Scott C. Arves |
| Board structure | Classified board; Greene is Class I nominee—term to 2028 if elected |
Fixed Compensation
| Component | Amount | Frequency/Terms |
|---|---|---|
| Board cash retainer | $75,000 | Paid quarterly ($18,750) |
| 2024 cash received (Greene) | $75,000 | Fees earned/paid in cash |
| Annual equity (directors) | $100,000 restricted stock | Three-year vesting; no dividends/votes until vest |
| 2024 equity grant (Greene) | $100,000 | 2,739 RS shares at $36.51 grant-date fair value per share |
| Options/meeting fees/pensions | None | No options, meeting fees, or pension/deferral plans for directors |
Restricted Stock Grant Detail (Director Program):
- Grant date: May 14, 2024; shares: 2,739; grant-date fair value per share: $36.51; vests 34%/33%/33% annually beginning one year after grant; fully vested May 14, 2027; no dividend or voting rights prior to vesting .
Performance Compensation
No performance-based compensation for independent directors; equity is time-vested restricted stock, and directors do not receive non-equity incentive awards or options .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Cardinal Health | Public company (officer) | EVP & CIO | Board independence affirmed; no related-person transaction involving Greene disclosed |
| Goodwill of Southeastern Wisconsin | Non-profit | Director | None disclosed |
| Goodwill Manufacturing, Inc. | Non-profit | Vice-Chair | None disclosed |
| GreenPath Financial Wellness | Non-profit | Vice-Chair | None disclosed |
| Cardinal Health Foundation | Non-profit | Board member | None disclosed |
The proxy’s related-party section highlights relationships for other directors (Livingstone with MLSI; Tapio with North End Teleservices) and expressly notes committee independence; no Greene-related transactions are disclosed .
Expertise & Qualifications
- Public company officer experience; strategy development and risk management; IT/cyber/AI competency; financial/accounting skill per board skills matrix .
- Technology infrastructure and cybersecurity oversight as EVP/CIO at Cardinal Health .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total | % Outstanding | Unvested RS at 12/31/24 |
|---|---|---|---|---|---|
| Michelle D. Greene | 470 | — | 470 | <1% (*) | 3,653 |
Stock Ownership Guidelines (Directors):
- Requirement: Market value ≥ 5.0x annual cash retainer; directors have five years from March 2022 policy change or election date; Greene is within the five-year compliance window and must retain all RS until guidelines met .
- Hedging/pledging: Prohibited for directors under the Insider Trading Policy .
Governance Assessment
- Board effectiveness: Greene strengthens technology, cybersecurity, and digital oversight; independent status and committee service (Audit, ESG) support robust risk and sustainability governance; audit financial expert role is covered by other members .
- Alignment: Director pay mix balances cash ($75k) and multi-year stock ($100k) with deferred vesting to promote long-term alignment; hedging/pledging ban and ownership guidelines add discipline, though Greene’s current beneficial holdings are modest with unvested RS building toward guideline compliance .
- Conflicts/related-party exposure: No Greene-specific related-person transactions disclosed; committee independence affirmed; external roles are primarily non-profit and a public-company officer role at Cardinal without disclosed Werner conflicts .
- Engagement signals: Attendance thresholds met across directors and participation in executive sessions; independent leadership via Lead Independent Director; shareholder say-on-pay support (89% in 2024) indicates broader governance stability .
RED FLAGS
- None disclosed specific to Greene (no related-party transactions, hedging/pledging, or attendance issues) .