Stuart Taylor II
About Stuart A. Taylor II
Independent director at Wabash National Corporation (WNC) since August 2019; age 64 as of the 2025 proxy. CEO of The Taylor Group LLC since 2001, with prior senior roles in investment banking at Bear Stearns, CIBC World Markets, Bankers Trust, and a 10-year corporate finance tenure at Morgan Stanley. Education: Yale University (undergraduate) and Harvard Graduate School of Business (MBA). Designated by WNC’s Board as an Audit Committee Financial Expert; serves on Audit and chairs the Finance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Taylor Group LLC | Chief Executive Officer | Since 2001 | Leads sourcing and execution of investments; M&A/corporate development expertise |
| Bear, Stearns & Co. Inc. | Senior Managing Director | 1999–2001 | Financial and transactional expertise |
| CIBC World Markets | Managing Director; Head, Global Automotive Group & Capital Goods Group | 1996–1999 | Sector leadership in automotive/capital goods |
| Bankers Trust | Managing Director, Automotive Industry Group | 1993–1996 | Automotive industry coverage |
| Morgan Stanley & Co. | Corporate Finance | 10-year position (years not specified) | Capital markets and corporate finance background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atmus Filtration Technologies Inc. (public) | Director | Current as of 2025 | Not disclosed in WNC proxy |
| Hillenbrand Inc. (public) | Director | Current | Not disclosed in WNC proxy |
| Ball Corporation (public) | Director | Current | Not disclosed in WNC proxy |
| Solenis LLC (private) | Director | Appointed Oct 2020 | Serves on Compensation Committee |
| Essendant Inc. (public; sold to Staples Jan 2019) | Director | 2011–Jan 2019 | Board member through sale |
Board Governance
- Independence: Affirmatively determined independent under NYSE standards in Feb 2025; only WNC’s CEO is non-independent .
- Committee assignments (as of Dec 31, 2024): Audit Committee Member; Finance Committee Chair .
- Audit Committee Financial Expert designation: Board determined Taylor (and others) are “audit committee financial experts” .
- Committee activity: Audit met 14 times in 2024; Finance met 4 times in 2024, emphasizing oversight of capital structure and strategic transactions .
- Attendance practices: Nominating Committee considers each member’s attendance and contributions in annual Board performance review and nominations (individual attendance rates not disclosed) .
| Committee Service (Dec 31, 2024) | Membership |
|---|---|
| Audit Committee | Member |
| Finance Committee | Chair |
Fixed Compensation
| Director Compensation (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $105,000 | $105,000 |
| Stock Awards (Grant-Date Fair Value) | $130,021 | $140,015 |
| All Other Compensation | $0 | $0 |
| Total | $235,021 | $245,015 |
- Non-employee director annual retainers: 2024 Board retainer $220,000 (comprised of $80,000 cash + $140,000 RSUs); committee retainers (Audit $10,000; Compensation $8,000; Nominating/CG&S $8,000; Finance $8,000); chair premiums (Board Chair $100,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating/CG&S Chair $15,000; Finance Chair $15,000) .
- 2025 Board retainer increased to $230,000 (still $80,000 cash + $150,000 RSUs); same committee and chair retainer levels .
Performance Compensation
| RSU Grant Details | 2023 Grant | 2024 Grant |
|---|---|---|
| Grant Date | May 10, 2023 | May 22, 2024 |
| Number of RSUs | 5,375 | 6,307 |
| Grant-Date Fair Value | $130,021 | $140,015 |
| Vesting | Vests in full on May 10, 2024 | Vests in full on May 22, 2025 |
- Directors receive time-vested RSUs (1-year vesting); no stock options disclosed for non-employee directors .
- Non-Qualified Deferred Compensation Plan exists; company match equals full match on first 3% and 50% of next 2% of deferred earnings. Taylor’s “All Other Compensation” was $0 in 2023 and 2024 (no match reflected) .
Other Directorships & Interlocks
| Company | Sector Adjacency to WNC | Potential Interlock Note |
|---|---|---|
| Atmus Filtration Technologies Inc. | Filtration for transportation/industrial | Board service only; no related-party transaction disclosed |
| Hillenbrand Inc. | Diversified industrial | Board service only; no related-party transaction disclosed |
| Ball Corporation | Packaging | Board service only; no related-party transaction disclosed |
| Solenis LLC (private) | Specialty chemicals | Compensation Committee; no related-party transaction disclosed |
Expertise & Qualifications
- M&A and corporate development, accounting/finance, and capital markets expertise (skills matrix and biography) .
- Audit Committee Financial Expert designation under SEC rules; NYSE accounting/financial management expertise .
- Logistics/transportation exposure and risk management experience referenced in Board skills matrix .
Equity Ownership
| Beneficial Ownership | As of Mar 25, 2024 | As of Mar 19, 2025 |
|---|---|---|
| Shares Beneficially Owned | 41,568 | 41,568 |
| Percent of Class | <1% | <1% |
| Unvested RSUs Held | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Unvested RSUs (non-employee directors) | 5,375 (for each non-employee director) | 6,307 (for each non-employee director) |
- Director stock ownership guidelines: Target ownership equal to 5x cash portion of Annual Board Retainer; must hold 50% of shares received from annual retainers until target met. As of Dec 31, 2024, all non-employee directors either met target or remained in compliance with the holding requirement timeline .
- Anti-hedging/anti-pledging policy: Directors are prohibited from pledging WNC securities, holding WNC securities in margin accounts, short sales, and derivative/hedging transactions .
Say-on-Pay & Shareholder Feedback
| Say-on-Pay Vote Results | 2023 Annual Meeting | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|---|
| Votes For | 40,005,630 | 40,210,024 | 33,329,005 |
| Votes Against | 1,074,460 | 727,806 | 3,044,062 |
| Abstentions | 53,369 | 71,469 | 606,805 |
| Broker Non-Votes | 3,016,252 | 1,959,606 | 2,164,695 |
- Annual votes held per 2023 frequency determination; advisory support remained positive across 2023–2025 (counts shown) .
Related Party Transactions and Policies
- Related Persons Transactions Policy: Audit Committee administers; pre-approval for transactions >$120,000 involving directors/executives; arm’s-length standard. During 2024, there were no required disclosures from such relationships .
- Codes and Governance Guidelines: Conflicts of interest policies and disclosure practices maintained; corporate governance documents available via IR site .
Governance Assessment
- Board effectiveness: Taylor chairs Finance and serves on Audit, bringing deep M&A/capital allocation discipline and audited financial oversight; designated Audit Committee Financial Expert enhances credibility for investors .
- Independence & engagement: Confirmed independent; committees met frequently (Audit 14x, Finance 4x in 2024). Nominating Committee considers attendance in nominations, though individual attendance rates are not disclosed .
- Compensation alignment: Director pay mix emphasizes equity RSUs with 1-year vest; equity retainer increased in 2024 and 2025, maintaining a stable cash retainer. No options or repricing; strong anti-hedging/anti-pledging posture supports alignment .
- Ownership: Beneficial ownership of 41,568 shares (<1%) with required stock ownership target (5x cash retainer) and holding requirement; company reports directors are compliant or within the transition period, which supports “skin-in-the-game” goals .
- Shareholder signals: Say-on-pay approvals show continued support for compensation oversight (strong “For” votes across 2023–2025) .
- Conflicts/related-party exposure: No related-party transactions requiring disclosure in 2024; robust policy framework administered by Audit Committee .
- RED FLAGS: None observed in filings—no pledging allowed by policy, no related-party transactions reported, no option repricing, and no delinquent Section 16 filings noted for Taylor. Individual attendance data is not disclosed; continue monitoring for any attendance or interlock-driven conflicts at Atmus/Hillenbrand/Ball vis-à-vis WNC’s supplier/customer base .