Scott Sorensen
About Scott K. Sorensen
Independent director since May 2005 (age 63). Sorensen is the Audit Committee Chair and an SEC-defined audit committee financial expert, with deep experience across corporate finance, manufacturing, cybersecurity/technology, strategy, and M&A from senior roles at Ivanti, Sorenson Holdings, Headwaters, Hillenbrand Industries, and Westinghouse/McKinsey . He is independent; Wabash’s board has 8 of 9 independent nominees and an independent Chair, with all directors meeting attendance thresholds in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thatcher Company, Inc. (industrial chemicals, private) | President; CFO | Jan 2022–Apr 2023; Jan 2022–Jul 2022 | Finance oversight and industrial operations leadership |
| Sorensen Capital, LLC | Managing Director | Nov 2019–Jan 2022 | Investment leadership, strategy/M&A |
| Ivanti Software | President & COO; Board Member | 2018–2019 | Enterprise software operations, cybersecurity/IT; board governance |
| Sorenson Holdings | President & CEO; COO; CFO | 2016–2018; 2012–2016; 2007–2016 | Full P&L and finance leadership, long-tenure operational transformation |
| Headwaters Inc. (public) | CFO | 2005–2007 | Corporate finance at diversified energy/construction materials co. |
| Hillenbrand Industries (public) | VP & CFO | 2001–2005 | Corporate finance leadership at manufacturing/healthcare firm |
| Westinghouse Electric | Various financial leadership roles | Prior to 2001 | Industrial finance/operations |
| McKinsey & Company | Operations and aerospace practices | Prior | Strategy and operations advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
- Independence: Independent director; Board has 8 of 9 independent nominees; independent Chair in place .
- Committees: Audit Committee Chair; Compensation Committee member; designated audit committee financial expert (SEC) .
- Attendance: Board met 5 times in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Risk oversight: Audit oversees financial controls, conflicts, cybersecurity, related-person transactions; Compensation oversees incentive risk; Nominating oversees ESG and governance; Finance on capital deployment .
- Executive sessions: Independent Chair presides over executive sessions of independent directors .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Board cash retainer | $80,000 | Part of $220,000 board retainer; equity portion $140,000 |
| Audit Committee Chair retainer | $20,000 | Committee chair fee |
| Compensation Committee member retainer | $8,000 | Committee membership fee |
| Cash fees earned (total) | $108,000 | Sum of cash/committee fees |
| RSU grant (May 22, 2024) | $140,015 | 6,307 RSUs, vest May 22, 2025 |
| Company match (deferred comp plan) | $4,320 | Matching plan contributions |
| Total 2024 director compensation | $252,335 | Aggregate |
- 2025 retainer increased to $230,000: $80,000 cash + $150,000 RSUs (annual grant post-meeting; 1-year vest) .
Performance Compensation
| Element | Plan terms | Metrics/Vesting |
|---|---|---|
| Director equity | Annual RSUs | Time-based vesting; 2024 grant 6,307 RSUs vest in 1 year (no performance metrics) |
- Clawback/recoupment: Company compensation recovery policy applies; awards under 2025 Omnibus Plan have forfeiture/recoupment provisions .
- Change-in-control treatment (equity awards): No “liberal” CIC; generally double-trigger for assumed awards; single-trigger if not assumed; no re-pricing; director annual equity/cash cap $750,000 .
Other Directorships & Interlocks
| Company | Type | Relationship | Potential Interlock/Conflict |
|---|---|---|---|
| None current | — | — | No current public boards disclosed; no interlocks identified with Wabash competitors/suppliers/customers |
Expertise & Qualifications
- Audit/Finance: SEC “audit committee financial expert”; extensive CFO experience across multiple industrial and technology companies .
- Industry/Operations: Manufacturing leadership (industrial chemicals, diversified industrials); enterprise software operations and cybersecurity .
- Strategy/M&A: Senior roles with strategy, corporate development, and private investment leadership .
Equity Ownership
| Holder | Beneficial Shares | Unvested RSUs | % of Class |
|---|---|---|---|
| Scott K. Sorensen | 103,666 | 6,307 (excluded from beneficial count) | <1% |
- Ownership mechanics: Shares held via family estate planning structure with shared voting/investment power; excludes unvested RSUs vesting >60 days from record date .
- Director stock ownership guidelines: Must hold 50% of shares from annual retainers until reaching target ownership of 5x cash board retainer; as of Dec 31, 2024, all non-employee directors met target or remained compliant with holding requirement/timeline .
- Hedging/pledging: Prohibited (short sales, pledging/margin, derivatives), enhancing alignment .
Governance Assessment
-
Strengths
- Audit Committee Chair with formal financial expertise; robust audit/cyber oversight; active committee cadence (Audit met 14 times in 2024) .
- Clear director pay structure with meaningful equity component (alignment), clawback, and double-trigger change-in-control protections (no liberal CIC; no re-pricing) .
- Strong independence and attendance; independent Chair enhances board accountability .
- Related-person transactions screened by policy; no required disclosures in 2024 (low conflict signal) .
-
Watch items
- No performance-based equity for directors (time-based RSUs typical, but some investors prefer performance conditions) .
- Prior executive ties in adjacent industries are historical; monitor for any future related-party exposure (none disclosed for 2024) .
-
Investor confidence signals
- High Say-on-Pay support in 2024 (98%), indicating favorable shareholder views on compensation governance broadly .
- Director award cap ($750k) and stock ownership/anti-hedging rules demonstrate shareholder-friendly guardrails .
Overall, Sorensen’s background, committee leadership, and compliance posture support board effectiveness and alignment. No material conflicts or red flags were disclosed for 2024; oversight rigor (Audit Committee activity, cybersecurity focus) is a positive for risk management .