John Boss
About John G. Boss
Independent director at Wabash National Corporation since December 2017; age 65. Former President & CEO of Momentive Performance Materials (2014–2020), with 30+ years in specialty chemicals and materials, including executive roles at Honeywell, Great Lakes Chemical, and Ashland. MBA (Marketing & Finance) from Rutgers (1996) and B.S. Mechanical Engineering from West Virginia University (1981) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Momentive Performance Materials Inc. | President & CEO | Dec 2014–Mar 2020 | Led post-Ch.11 reorganization era; joined just prior to April 2014 Chapter 11 filing |
| MPM Holdings Inc. | Director | Oct 2014–Mar 2020 | Board oversight during restructuring |
| Honeywell International | President, Honeywell Safety Products; VP/GM Specialty Products; VP/GM Specialty Chemicals | 2003–2014 | Multi-division leadership in manufacturing, safety, and specialty chemicals |
| Great Lakes Chemical; Ashland (formerly International Specialty Products) | Various roles | Prior to 2003 | Progressive leadership in specialty chemicals |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Cooper Standard Corporation | Director | Since 2020 | Current public company directorship |
| Libbey, Inc. | Director; Audit Committee Member | Since 2020 | Audit committee experience |
| Calumet Specialty Products Partners, L.P. | Director | Current | Energy/specialty products sector exposure |
Board Governance
- Independence: Affirmatively determined independent under NYSE and Wabash Guidelines; 8 of 9 nominees independent .
- Committee assignments (as of Dec 31, 2024):
- Compensation Committee: Chair
- Finance Committee: Member
- Attendance: Board held 5 meetings in 2024; all directors attended ≥75% of Board and committee meetings; all attended the 2024 Annual Meeting .
- Board structure: Independent Chairperson; three fully independent committees (Nominating/Corporate Governance & Sustainability, Compensation, Audit) .
| Committee | Role | As-of Date |
|---|---|---|
| Compensation Committee | Chair | Dec 31, 2024 |
| Finance Committee | Member | Dec 31, 2024 |
Fixed Compensation
- Program structure: Annual Board retainer plus committee retainers; mix of cash and time-vested RSUs.
- Retainer schedules approved:
- 2024: Board retainer $220,000 (cash $80,000 + RSUs $140,000); committee member $8,000 (Comp/Nominating/Finance) and $10,000 (Audit); chair fees $15,000 (Comp/Nominating/Finance) and $20,000 (Audit); Chair of the Board $100,000 .
- 2025: Board retainer $230,000 (cash $80,000 + RSUs $150,000); committee fees unchanged; Board Chair $100,000 .
| Retainer Element | 2024 | 2025 |
|---|---|---|
| Board retainer (total) | $220,000 | $230,000 |
| Cash portion | $80,000 | $80,000 |
| RSU portion (grant-date value) | $140,000 | $150,000 |
| Compensation Committee Chair | $15,000 | $15,000 |
| Finance Committee Member | $8,000 | $8,000 |
- 2024 compensation received by John G. Boss:
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $103,000 |
| Stock awards (RSUs grant-date value) | $140,015 |
| All other compensation | $0 |
| Total | $243,015 |
Performance Compensation
- Director equity awards are time-based RSUs (no performance metrics disclosed for directors). Annual RSUs vest in full on the first anniversary of grant date .
- John G. Boss 2024 grant details:
| Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| May 22, 2024 | 6,307 RSUs | $140,015 | May 22, 2025 (1-year cliff) |
- Plan provisions: 2025 Omnibus Incentive Plan includes minimum vesting requirements, no single-trigger CIC vesting, clawback/recoupment provisions, and an annual cap for non-employee director compensation of $750,000 (cash fees + equity grant-date value) .
Other Directorships & Interlocks
| Company | Relationship to Wabash | Potential Conflict Notes |
|---|---|---|
| Cooper Standard Corporation | No direct relationship disclosed | No related person transactions requiring disclosure in 2024 |
| Libbey, Inc. | No direct relationship disclosed | Audit committee role; no related person transactions disclosed |
| Calumet Specialty Products Partners, L.P. | No direct relationship disclosed | Energy/specialty products exposure; no related person transactions disclosed |
Expertise & Qualifications
- Skills matrix indicates strengths in Diverse Manufacturing, Risk Management, Technology & Materials Innovation, M&A, Competitive Pricing/Sales, ESG, and Strategy .
- Education: MBA (Rutgers, 1996); B.S. Mechanical Engineering (WVU, 1981) .
- Track record: Led MPM through a period beginning just before April 2014 Chapter 11 filing; broad leadership across specialty materials and manufacturing .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Beneficially owned shares | 99,367 | Mar 19, 2025 |
| Percent of class | <1% (star denoted) | Mar 19, 2025 |
| Unvested RSUs held (non-employee directors) | 6,307 | Dec 31, 2024 |
- Director stock ownership guidelines: Target ownership equal to 5× the cash portion of Annual Board Retainer; must hold 50% of shares received until target met; all non-employee directors either met target or are within the time window and in compliance as of Dec 31, 2024 .
- Anti-hedging/pledging: Policy prohibits short sales, pledging, margin accounts, and derivatives for directors and specified employees .
Governance Assessment
-
Positives:
- Independent director; chairs Compensation Committee with robust governance practices, including use of independent consultant FW Cook with no conflicts found .
- Strong shareholder support for executive pay (over 98% say-on-pay approval at 2024 and considered in 2025 CD&A), reflecting confidence in compensation oversight .
- Clear ownership alignment via RSUs and stringent director ownership guidelines; anti-hedging/pledging policy reduces misalignment risk .
- Attendance and engagement thresholds met (≥75%) and Annual Meeting attendance consistent .
- No related person transactions requiring disclosure in 2024 .
-
Potential concerns and monitoring points:
- Prior leadership tenure at MPM coincided with a Chapter 11 filing shortly after he joined (April 2014). While not necessarily indicative of current risk, investors may monitor how restructuring experience informs risk oversight at WNC .
- Multiple external directorships increase time commitments; however, no interlocks or supplier/customer conflicts disclosed, and WNC limits on outside boards are noted in governance summary .
-
Director compensation structure:
- Mix is primarily fixed cash plus time-based RSUs; absence of performance-linked equity for directors is standard but provides less direct pay-for-performance linkage. Annual RSUs vest after one year; no options outstanding under prior plans as of the Record Date .
-
RED FLAGS: None disclosed in 2024 for related party transactions; hedging/pledging prohibited by policy; director attendance thresholds met; say-on-pay support strong .