Scott Arves
WERNER ENTERPRISESAbout Scott C. Arves
Scott C. Arves (age 68) is an independent Class III director of Werner Enterprises, initially elected in May 2021; his current term expires at the 2027 annual meeting . He is the Board’s Lead Independent Director (appointed February 2023), presiding over executive sessions and serving as liaison to management and investors with defined responsibilities under a Lead Independent Director charter . Arves is deemed independent under SEC/Nasdaq rules; all committee members are independent . He is a former CEO and director of Transport America and spent 27 years at Schneider National, concluding as President of its transportation sector, bringing deep truckload operating expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transport America, Inc. | President & CEO; Director | 10 years; retired Jan-2017 | Led public company in truckload; board service |
| Schneider National | President, Transportation Sector (final 6 of 27 years) | 27-year career | Oversaw trucking and intermodal businesses |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CSM Companies, Inc. (transportation products distributor) | Board of Advisors | Current | Advisory role |
| Commercial Vehicle Group, Inc. | Director | Former | Prior public company directorship |
| TFI International Inc. | Director | Former | Prior public company directorship |
Board Governance
- Independence: Board determined Arves independent; only the CEO/Chair is non-independent .
- Lead Independent Director: Presides at sessions without management; reviews agendas/materials; liaises with CEO; leads CEO succession planning; may engage outside advisors; available for major shareholder consultations .
- Committee assignments (2024) and engagement:
- Governance Committee: Chair; 5 meetings in 2024 .
- ESG Committee: Member; 3 meetings in 2024 .
- Audit and Compensation Committees: Not a member .
- Board meetings: 6 in 2024; 4 executive sessions of independent directors; all directors attended the 2024 annual meeting .
- Attendance: Each incumbent director attended ≥75% of applicable Board and committee meetings in 2024 .
- Hedging/Pledging: Company policy prohibits directors from hedging or pledging Company stock, enhancing alignment .
Fixed Compensation
| Year | Board Cash Retainer | Lead Independent Director Retainer | Committee Chair Retainer | Total Cash Fees | Source |
|---|---|---|---|---|---|
| 2024 | $75,000 | $25,000 | $10,000 (Governance Chair) | $110,000 | |
| 2023 | $75,000 | $25,000 (effective Feb-2023; partial year) | $10,000 (Governance Chair) | $103,750 |
Notes:
- Independent director fee schedule: No meeting fees; only cash retainers and equity .
- Only independent directors receive director compensation; employee directors receive none .
Performance Compensation
Directors receive time-vested restricted stock; there are no performance-conditioned awards, options, or dividends before vesting.
| Grant Year | Grant Date | Shares Granted | Grant-Date Fair Value/Share | Total Grant-Date FV | Vesting Schedule | Dividends/Other |
|---|---|---|---|---|---|---|
| 2024 | May 14, 2024 | 2,739 | $36.51 | $100,000 | 34%/33%/33% annually; fully vested May 14, 2027 | No voting/dividend rights until vest |
| 2023 | May 9, 2023 | 2,274 | $43.97 | $100,000 | 34%/33%/33% annually; fully vested May 9, 2026 | No voting/dividend rights until vest |
- 2024 Director Compensation total for Arves: Cash $110,000; Stock awards $100,000; Total $210,000 .
- No options outstanding for independent directors; no other equity forms granted in 2024 .
Other Directorships & Interlocks
| Company | Relationship to Werner | Potential Interlock/Conflict |
|---|---|---|
| CSM Companies, Inc. (Board of Advisors) | Transportation products distributor; advisory role | No related-party transaction disclosed with Werner |
| Commercial Vehicle Group, Inc. (former director) | Supplier to trucking industry | Former role; no Werner-related transaction disclosed |
| TFI International Inc. (former director) | Trucking competitor | Former role; no interlock disclosed |
- Related-party transactions disclosed in the proxy involved other directors (North End Teleservices; Mastery Logistics Systems) and were approved with safeguards; none involve Arves .
Expertise & Qualifications
- Transportation industry operator (truckload and intermodal), CEO experience, strategy and risk, corporate governance, and financial/accounting acumen per Board skills matrix .
- Lead Independent Director responsibilities further indicate governance leadership and shareholder engagement capability .
Equity Ownership
| Holder | Shares Owned (as of Mar 4, 2025) | Right to Acquire (within 60 days) | Total Beneficial | % of Outstanding | Unvested Restricted (12/31/2024) |
|---|---|---|---|---|---|
| Scott C. Arves | 7,105 | — | 7,105 | * (<1%) | 5,036 |
| Reference shares outstanding | 61,924,797 | — | — | — | — |
Sources: Beneficial ownership table and footnotes; “Right to Acquire” represents restricted stock vesting within 60 days (none for Arves) . Independent director stock ownership guideline: ≥5x annual cash retainer with 5-year compliance window; Arves met the guideline as of Dec 31, 2024 . Hedging/pledging prohibited for directors .
Governance Assessment
- Board effectiveness and independence: Arves is independent, serves as Lead Independent Director, and chairs Governance—strong signals of robust oversight and independent leadership; each committee is fully independent .
- Engagement: Met attendance expectations; presided over four independent executive sessions in 2024; all directors attended the 2024 annual meeting .
- Compensation alignment: Director pay is simple and balanced (cash retainers plus multi-year, service-vested equity), with no options, no meeting fees, and no dividend rights on unvested shares; this promotes alignment while limiting risk-taking incentives .
- Ownership and alignment: Personal ownership plus unvested RSUs and compliance with heightened ownership guidelines (5x retainer) demonstrate skin-in-the-game; company prohibits hedging/pledging, reducing misalignment risk .
- Conflicts/related-party exposure: No related-party transactions involving Arves disclosed; independence reaffirmed; transactions implicating other directors were reviewed/approved with recusals .
- Say-on-pay context: Company’s executive say-on-pay received 89% shareholder support in 2024 (prior year 96%), indicating continued—though moderated—investor support for compensation practices; while not director-specific, it informs governance confidence .
Red flags
- None disclosed specific to Arves. No related-party transactions, no hedging/pledging, no option repricings, and no attendance shortfalls were reported for him .