Larry Magee
About Larry J. Magee
Larry J. Magee (age 70) is Wabash National’s independent Chairperson of the Board (since May 2020) and a director since January 2005. He is President of Magee Ventures Group (since May 2018) and previously served as Interim CEO of Magnolia Group, CEO of Heartland Automotive (Jiffy Lube operator), and senior executive roles within Bridgestone/Firestone, bringing 38+ years of sales, marketing, operations and retail leadership to Wabash’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magee Ventures Group | President | Since May 2018 | Consulting and strategic advisory experience |
| Magnolia Group, LLC | Interim CEO | Apr 2017–May 2018 | Transition leadership |
| Heartland Automotive Services, Inc. | President & CEO | Apr 2015–Oct 2016 | Led largest Jiffy Lube operator in NA |
| Bridgestone Americas Tire Operations, LLC | President, Consumer Tire U.S. & Canada | Jan 2011–Sep 2013 | Oversight of consumer tire operations |
| BFS Retail & Commercial Operations, LLC | Chairman, CEO & President | Dec 2001–Jan 2011 | Led retail/commercial operations |
| Bridgestone/Firestone Retail Division | President | Began in 1998 | Retail leadership; M&A exposure |
External Roles
| Organization | Role | Current? | Notes |
|---|---|---|---|
| Magee Ventures Group | President | Yes | Active consulting role |
| Other public company boards | — | No | WNC proxy indicates none |
Board Governance
- Independent status: Board affirmatively determined Magee is independent under NYSE standards; he is the independent Chairperson of the Board .
- Committee assignments (as of Dec 31, 2024): Member, Nominating, Corporate Governance and Sustainability Committee; Member, Compensation Committee .
- Compensation Committee participation: Named on Compensation Committee report signatory list (evidencing active engagement) .
- Attendance and engagement: Board held 5 meetings in 2024; all directors attended ≥75% of Board and committee meetings and attended the Annual Meeting .
- Annual meeting vote outcomes (2025): Magee re-elected with 34,631,962 For; 1,806,653 Against; 541,257 Abstentions; 2,164,695 Broker non-votes .
- Governance structure: Independent Chair presides over executive sessions; lead independent director not required given independent Chair .
- Risk oversight and policies: Robust committee-level risk oversight; Audit Committee evaluates related person transactions; Board maintains Codes and Governance Guidelines .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $196,000 | Matches: Board cash retainer $80,000 + Chair retainer $100,000 + two committee memberships ($8,000 + $8,000) |
| Stock Awards ($) | $140,015 | Annual RSU grant; see Performance section |
| All Other Compensation ($) | $7,840 | Company match under Non-Qualified Deferred Compensation Plan (first 3% dollar-for-dollar; next 2% at 50%) |
| Total ($) | $343,855 | 2024 director compensation total |
| Annual Director Retainers | 2024 | 2025 |
|---|---|---|
| Board retainer (total) | $220,000 | $230,000 |
| Cash portion | $80,000 | $80,000 |
| Equity portion (RSUs fair value) | $140,000 | $150,000 |
| Chairperson of the Board | $100,000 | $100,000 |
| Committee Membership (Audit / Comp / Nominating / Finance) | $10,000 / $8,000 / $8,000 / $8,000 | $10,000 / $8,000 / $8,000 / $8,000 |
| Committee Chair (Audit / Comp / Nominating / Finance) | $20,000 / $15,000 / $15,000 / $15,000 | $20,000 / $15,000 / $15,000 / $15,000 |
Performance Compensation
| Equity Award | Grant Date | Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | May 22, 2024 | 6,307 | Cliff vest on May 22, 2025 | Annual grant following election; time-based vesting (no performance metrics) |
No options were outstanding under prior plans as of the Record Date; the 2025 Omnibus Plan includes a $750,000 annual cap for non-employee director awards (plus cash fees) and prohibits dividends/dividend equivalents prior to vesting—strengthening pay governance .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company directorships | None disclosed for Magee |
| Potential interlocks with WNC customers/suppliers | Not disclosed; Audit Committee oversees related person transactions |
Expertise & Qualifications
- Qualifications highlight marketing, sales, development, manufacturing, retail, strategic expertise, prior CEO performance, and M&A/exec management experience .
- Skills matrix marks indicate strengths in Diverse Manufacturing, Distribution & Digital Marketplace, Competitive Pricing/Sales, Risk Management, ESG, Strategy, and M&A .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs (excluded from ownership %) |
|---|---|---|---|
| Larry J. Magee | 96,149 | * (less than 1%) | 6,307 |
- Director stock ownership guidelines: Hold 50% of shares received until target ownership equal to 5x the cash portion of Annual Board Retainer; all non-employee directors were either at target or within the 5-year compliance window and adhering to the holding requirement as of Dec 31, 2024 .
- Anti-hedging and pledging: Company policy prohibits short sales, pledging, and derivative hedging for directors and other covered persons, supporting alignment .
Governance Assessment
- Strengths: Independent Chair since 2020 with broad operating experience; active committee memberships; strong attendance; clear ownership guidelines and anti-hedging/pledging policy; director award cap and no dividends on unvested awards; solid 2025 say-on-pay approval (33,329,005 For vs. 3,044,062 Against; 606,805 Abstentions) .
- Shareholder support: Magee’s 2025 re-election received 34.6M For vs. 1.81M Against, indicating broad investor confidence .
- Compensation mix: Balanced cash/equity; equity portion increased by $10,000 in both 2024 and 2025, modestly elevating guaranteed director equity—watch pay inflation trends .
- Potential risks/RED FLAGS: Long tenure (on Board since 2005) can raise refreshment concerns; age 70 approaches retirement-age review threshold (72) per Guidelines; director equity is time-based without performance metrics (common practice, but less pay-for-performance) .
- Conflicts/related-party: No related-party transactions involving Magee are disclosed; Audit Committee is designated to evaluate such matters; continued monitoring recommended .