Brent Yeagy
About Brent Yeagy
Brent L. Yeagy, 54, is President & CEO of Wabash (NYSE: WNC) and a director since October 2016; he has led the company as CEO since June 2018, after serving as President & COO (Oct 2016–Jun 2018) and previously holding senior manufacturing and business unit roles since joining Wabash in 2003 . He holds a B.S. in Environmental Engineering Science and an M.S. in Safety Engineering (Purdue), and an MBA (Anderson University), is a graduate of the U.S. Navy’s Nuclear Power Program, and completed executive programs at Michigan Ross and Stanford GSB . 2024 annual bonus (MIP) paid 0% as all metrics finished below threshold, while the 2022 PSU cycle paid out at 108.4% of target (ROIC maxed; RTSR below target) . See Performance & Track Record for multi-year revenue and EBITDA context (S&P Global).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wabash | President & CEO | Jun 2018–present | Leads strategy and operations for diversified first-to-final-mile platform |
| Wabash | President & COO | Oct 2016–Jun 2018 | Oversaw company operations; transition to CEO |
| Wabash | SVP – Group President, Commercial Trailer Products; VP & GM, Commercial Trailer Products; VP Manufacturing | 2003–2016 | Led core trailer businesses and manufacturing operations |
| Delco Remy International | HR, Environmental Engineering, Safety Mgmt (various roles) | 1999–2003 | Safety/engineering and HR leadership in auto supply chain |
| Rexnord Corporation | Plant engineering roles | Dec 1995–1999 | Plant engineering in industrial manufacturing |
| U.S. Navy | Naval Nuclear Power Program; Officer Candidate Program | 1991–1994 | Technical leadership foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Manufacturers | Director | N/A | Serves on board |
| Transportation & Supply Chain Institute (Univ. of Denver) | Director | N/A | Serves on board |
Fixed Compensation
- 2024 base salary: $1,100,000 (up 4.8% from 2023) .
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 978,269 | 4,078,439 | 1,211,156 | 108,787 | 6,376,651 |
| 2023 | 1,037,500 | 4,657,736 | 1,783,320 | 134,646 | 7,613,202 |
| 2024 | 1,090,385 | 4,715,454 | — | 134,879 | 5,940,718 |
Notes:
- Employee-director; does not receive non-employee director retainers or equity; director compensation table excludes Mr. Yeagy .
Performance Compensation
- Target annual bonus (MIP) rate: 115% of base salary for 2024 (up from 110% in 2023) .
- 2024 MIP metrics and outcome (payout was 0% across all metrics) :
| Metric (Weight) | Threshold (35%) | Target (100%) | Maximum (200%) | Actual | % Achieved |
|---|---|---|---|---|---|
| Corporate Operating Income (60%) | $116.3m | $155–171m (“strike zone”) | $213.8m | Below Threshold | 0% |
| NWC as % of Sales (20%) | ≥12% | 10.5% | ≤9.0% | Below Threshold | 0% |
| Parts & Services Revenue (20%) | $256.5m | $285m | $313.5m | Below Threshold | 0% |
- 2024 LTI target value: $4,200,000, equally split 50% PSUs / 50% RSUs; shift to ratable RSU vesting (1/3 per year) starting 2024 to balance retention with performance .
- 2024 PSU design (3-year 2024–2026): 75% RTSR vs cyclical peer group; 25% ROIC; full vest on 3rd anniversary if earned .
- 2024 Grants (Feb 14, 2024): PSUs at target 79,455 (threshold 39,728; max 158,910); RSUs 79,455; total grant-date fair value $4,715,454 .
PSU goal framework and 2022 cycle results:
- RTSR earnout schedule: 25th percentile=50%, 50th=100%, 80th=200% .
- ROIC earnout schedule: 11%=50%, 16%=100%, 23%=200% .
- 2022 PSU cycle (performance through 12/31/2024): RTSR 38.9th percentile → 77.8% of RTSR portion; ROIC 18.6% → 200%; total PSU payout 108.4% of target; vested 2/18/2025 .
Equity Ownership & Alignment
- Beneficial ownership: 286,326 shares; less than 1% of outstanding .
- Outstanding equity at 12/31/2024 (no stock options outstanding):
- Unvested RSUs/earned PSUs: 374,089 units (market value $6,408,138 at $17.13) .
- Unearned PSUs (2023 and 2024 awards shown at threshold for SEC presentation): 75,618 units (market value $1,295,336) .
- Upcoming vesting schedule (selected dates/amounts as of 12/31/2024) :
- 2/14/2025: 26,485; 2/16/2025: 222,855; 2/15/2026: 71,779; 2/14/2026: 26,485; 2/14/2027: 26,485 (RSUs/earned PSUs) .
- PSUs shown at threshold for 2023 and 2024 awards: 2/15/2026: 35,890; 2/14/2027: 39,728 .
- Executive stock ownership guidelines: CEO 5x base salary; executives must hold 100% of net shares until guideline met; as of 12/31/2024 all NEOs were in compliance or adhering to the holding requirement .
- Anti-hedging/pledging: Prohibits short sales, pledging/margin, and hedging/derivative transactions in Company stock .
- Governance “practices we avoid” include pledging/hedging and repricing underwater options without shareholder approval .
Employment Terms
- Executive Severance Plan (ESP): If terminated without cause, CEO receives 2x (base salary + target MIP) paid over 24 months; pro‑rata MIP for year of termination; Company-paid medical/dental/vision premiums for 24 months; outplacement up to $30,000; subject to release and 24‑month non‑compete, non‑solicit covenants .
- Change-in-Control Plan: Upon Qualifying Termination within 2 years of a CIC (double trigger), CEO receives 3x (base salary + greater of target MIP or 2‑year avg MIP), pro‑rata target bonus, 18 months health continuation, and up to $25,000 outplacement . LTI treatment: if awards are not assumed, PSUs vest at target (or based on actual if >half period complete) and RSUs vest in full immediately prior to CIC; otherwise double‑trigger acceleration applies if terminated post‑CIC .
- Estimated CEO benefits (as of 12/31/2024, stock at $17.13) :
- Termination without cause: Cash severance $4,730,000; welfare benefits $65,716; total $4,795,716 .
- Termination following a CIC: Cash severance $7,791,714; pro‑rata MIP $1,265,000; accelerated PSUs $3,961,546; accelerated RSUs $4,422,452; welfare $51,787; total $17,724,737 .
Performance & Track Record
- Incentive outcomes: 2024 annual bonus paid 0% (Operating Income, NWC%, P&S Revenue below threshold) ; 2022 PSU cycle paid 108.4% (ROIC max, RTSR below target) .
Wabash financial context under Yeagy’s tenure:
| Metric | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Revenues ($) | 2,267,278,000* | 2,319,136,000* | 1,481,889,000* | 1,803,268,000* | 2,502,129,000* | 2,536,500,000* | 1,946,740,000* |
| EBITDA ($) | 175,206,000* | 183,443,000* | 65,576,000* | 107,947,000* | 214,250,000* | 360,269,000* | -298,625,000* |
Values retrieved from S&P Global.
Board Governance
- Board tenure and role: Director since Oct 2016; not independent (as CEO) .
- Committee membership: Finance Committee member as of 12/31/2024 .
- Board leadership structure: Independent Chair; CEO and Chair roles separated; no Lead Independent Director currently .
- Attendance: Board held 5 meetings in 2024; all directors attended ≥75% of Board/committee meetings; all attended the 2024 Annual Meeting .
- Director compensation context: 2024 non‑employee director annual retainer $220,000 (cash $80,000 + $140,000 RSUs); increased to $230,000 for 2025 (cash $80,000 + $150,000 RSUs); committee/Chair retainers as disclosed; employee directors (e.g., CEO) do not receive director pay .
Say-on-Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: over 98% of votes cast supported NEO compensation; Compensation Committee cites strong pay-for-performance alignment .
Compensation Structure Analysis
- Mix and shifts: Approximately 64% of CEO total direct compensation targeted in 2024 as equity (RSUs/PSUs), underscoring alignment with shareholders .
- Target annual bonus increased from 110% to 115% in 2024 to better match market .
- RSU vesting changed from 3‑year cliff to 3‑year ratable beginning 2024 to enhance retention; LTI split 50/50 PSUs/RSUs reflecting balance of performance and retention in a cyclical industry .
- Governance safeguards: Clawback policy compliant with SEC/NYSE; strict anti‑hedging/pledging; no single-trigger CIC benefits; no option repricing without shareholder approval .
Equity Ownership & Alignment (Detail)
| Item | Status |
|---|---|
| Beneficial ownership | 286,326 shares; <1% of outstanding |
| Unvested RSUs/earned PSUs | 374,089 units; $6,408,138 at $17.13 |
| Unearned PSUs (2023–2024 shown at threshold) | 75,618 units; $1,295,336 at $17.13 |
| Options | None outstanding |
| Ownership guidelines | CEO 5x salary; in compliance/holding requirement |
| Hedging/Pledging | Prohibited |
Employment Terms (Detail)
| Plan | Key terms |
|---|---|
| Executive Severance Plan | CEO: 2x (salary + target MIP); pro‑rata MIP; 24 months medical/dental/vision premiums; outplacement up to $30k; 24‑month non‑compete/non‑solicit; release required |
| Change‑in‑Control Plan | CEO: 3x (salary + greater of target MIP or 2‑yr avg MIP); pro‑rata target bonus; 18 months health; outplacement up to $25k; double trigger; LTI acceleration if not assumed or upon qualifying termination |
| Estimated payouts (12/31/2024) | Without cause: $4.80m total; CIC qualifying termination: $17.72m total |
Investment Implications
- Alignment and retention: High equity weighting (50% PSUs/50% RSUs; 64% of total direct comp in equity) plus 3‑year RSU ratable vesting and strict ownership/anti‑pledging rules drive alignment but also create predictable vesting overhangs (notably 2025–2027), which can influence insider selling windows .
- Pay-for-performance: 2024 cash bonus paid 0% due to below‑threshold performance on Operating Income, NWC%, and P&S Revenue; 2022 PSU cycle still paid above target on the strength of ROIC, indicating plan responsiveness to outcomes in a cyclical backdrop .
- Change-in-control economics: CEO’s 3x CIC multiple and double‑trigger equity acceleration (if not assumed) are market‑competitive but elevate transaction costs; severance covenants (24‑month non‑compete) support retention and protect franchise value .
- Governance quality: Independent Chair, strong say‑on‑pay (98%), clawback, and anti‑pledging reduce governance and alignment risk; employee‑director status (non‑independent) mitigated by independent chair and fully independent committees .
Sources: 2025 DEF 14A Proxy Statement unless noted; WNC. S&P Global used for historical financials (see asterisked table).