Michelle Livingstone
WERNER ENTERPRISESAbout Michelle D. Livingstone
Michelle D. Livingstone (age 66) is an independent director of Werner Enterprises (Class II), appointed in May 2022 and first elected by stockholders in May 2023; her current term ends in 2026. She is founder and CEO of M.D. Livingstone Consulting (est. 2022), retired as Vice President – Transportation at The Home Depot in 2021, and brings 35+ years of transportation and supply chain leadership across Kraft Foods, J.C. Penney, and C&S Wholesale Grocers; she also serves on the board of Mastery Logistics Systems, teaches at the University of Denver’s Transportation and Supply Chain Institute, and holds multiple industry and nonprofit board roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot | Vice President – Transportation | 2007–2021 | Led retail transportation strategy and operations |
| C&S Wholesale Grocers | Senior Vice President – Transportation | 2005–2007 | Oversaw wholesale logistics and transportation |
| J.C. Penney | Vice President – Transportation | 2002–2005 | Managed retail transportation |
| Kraft Foods | Transportation leader | 1985–2002 | Long-tenured leadership in consumer goods logistics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastery Logistics Systems, Inc. | Director | Current | Board member; MLSI provides cloud TMS to Werner |
| M.D. Livingstone Consulting, LLC | Founder & CEO | 2022–Present | Supply chain consulting practice |
| University of Denver, Transportation & Supply Chain Institute | Faculty | Current | Teaching and industry engagement |
| The Pasha Group | Advisor | Current | Logistics advisory role |
| Indiana University Kelley School of Business (Transportation) | Executive Board | Current | Sector governance/advisory |
| Rainbow Village (GA) | Board | Current | Nonprofit addressing homelessness |
Board Governance
- Independence: Board determined Ms. Livingstone is independent under SEC/Nasdaq rules; she recuses from Werner–MLSI matters given Werner’s purchase of a $25.0M subordinated promissory note from MLSI and its TMS vendor relationship, and is obligated to protect Werner’s confidential information .
- Committee assignments: Member, Compensation Committee; Member, ESG Committee .
- Attendance: All directors attended ≥75% of aggregate Board/committee meetings in 2024 and attended the May 2024 Annual Meeting; Board held 6 meetings and independent directors met in 4 executive sessions in 2024 .
- Lead Independent Director: Scott C. Arves; independent directors meet in executive sessions after quarterly Board meetings .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 5 |
| ESG | Member | 3 |
| Board of Directors | Director | 6; 4 executive sessions of independent directors |
Fixed Compensation
| Component | Amount | Frequency/Terms |
|---|---|---|
| Cash retainer (director) | $75,000 | Paid quarterly ($18,750) |
| Committee chair fees | N/A (not a chair) | Chair fees only for chairs (Audit $15k; Comp $10k; ESG $10k; Governance $10k) |
| Lead Independent Director premium | N/A | $25,000 for Lead Independent Director (not applicable) |
| Meeting fees | Not disclosed/none indicated | Program comprises retainers + equity |
| Director | 2024 Fees Earned ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michelle D. Livingstone | 75,000 | 100,000 | 175,000 |
Performance Compensation
- Structure: Independent directors receive annual restricted stock; no options or non-equity incentive awards. Awards have three-year time-based vesting; directors have no voting or dividend rights before vesting .
- 2024 grant: 2,739 restricted shares on May 14, 2024; grant date fair value $36.51/share; vest 34%/33%/33% annually; full vest May 14, 2027 .
| Equity Type | Grant Date | Shares | Fair Value/Share | Vesting Schedule | Voting/Dividends Pre-Vest |
|---|---|---|---|---|---|
| Restricted Stock | May 14, 2024 | 2,739 | $36.51 | 34%/33%/33% annually; fully vests 5/14/2027 | None prior to vesting |
Note: No performance-based director equity (no PSUs, no options, no non-equity incentives) .
Other Directorships & Interlocks
| Entity | Relationship | Transaction/Exposure | Governance Handling |
|---|---|---|---|
| Mastery Logistics Systems, Inc. (MLSI) | Ms. Livingstone is a director | Werner purchases MLSI’s cloud TMS; Werner bought a $25.0M subordinated promissory note from MLSI on Jan 24, 2023 and has other investments per 10‑K notes | Board affirmed independence; Ms. Livingstone does not participate in decisions at MLSI or Werner regarding MLSI–Werner; confidentiality obligations |
Expertise & Qualifications
- 35+ years leading transportation/logistics across blue-chip retail/CPG; strategic supply chain expertise aligned with Werner’s core operations .
- Industry education and thought leadership through University of Denver and IU Kelley boards; advisor to logistics firms .
- Committee experience on Compensation and ESG supports pay governance and sustainability oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/4/2025) | 3,182 shares; <1% of outstanding |
| Unvested restricted stock (12/31/2024) | 5,036 shares |
| Options | None outstanding |
| Ownership guidelines | Directors must hold ≥5.0x annual cash retainer (adopted March 2022); 5-year compliance window; must retain restricted stock until guideline met |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Insider Trades and Section 16 Compliance
| Director | 2024/2025 Section 16 Compliance | Notes |
|---|---|---|
| Michelle D. Livingstone | All Section 16 filings timely; no delinquencies reported | Company reported one late Form 4 for a different executive; none for Ms. Livingstone |
Governance Assessment
- Strengths: Independent status affirmed; robust transportation/supply chain domain expertise; active participation on Compensation and ESG committees; solid attendance; hedging/pledging prohibited; director ownership guidelines in place; 2024 say‑on‑pay support at 89% signals investor alignment on pay governance .
- Watch items / potential conflicts: MLSI interlock—Werner is both a customer and investor; Board mitigates with Ms. Livingstone’s recusals and confidentiality obligations; monitor continued related-party exposure and disclosure quality .
- Alignment: Director pay mix emphasizes equity via time‑vested restricted stock, reinforcing ownership alignment; Ms. Livingstone is within the 5‑year window to meet raised ownership guidelines and must retain restricted shares until compliant .