Trent Broberg
About Trent J. Broberg
Independent director at Wabash National Corporation (WNC) since September 2022; age 43. Background in logistics, transportation technology, and marketplace operations; current education includes a BS in Marketing and an MBA from Arizona State University’s W.P. Carey School of Business . Determined independent under NYSE standards (all directors except CEO) . In September 2025, appointed CEO of Fullbay; previously CEO of ACERTUS and COO at Truckstop.com .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACERTUS (automotive logistics platform) | Chief Executive Officer | 2021–2025 | Led strategy, operations; logistics tech expertise |
| Truckstop.com | Chief Operating Officer | 2016–2021 | Led/Supported 5+ M&A, two recapitalizations; strategy and operations |
| Real Time Freight LLC | General Manager | ~2014–2016 | Business integration (later acquired by Truckstop.com) |
| DB Schenker; Swift Transportation | Director of Marketing | Early career | Marketing, sales, operations in transportation management |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Fullbay (private) | Chief Executive Officer | Sep 22, 2025 | Logistics software; announced CEO appointment; emphasizes AI-first strategy |
| ACERTUS (private) | Chief Executive Officer | 2021 | Prior role at time of WNC 2025 proxy |
| DiCentral LLC (private) | Board member | 2019–2022 | EDI software service provider; acquired by True Commerce |
| Other public company boards | — | — | None (per WNC proxy) |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director |
| Committees | Nominating, Corporate Governance & Sustainability (member); Finance (member) |
| Chair roles | None |
| Board leadership | Independent Chair (Larry J. Magee); no lead independent director because chair is independent |
| Meeting attendance | Board met 5 times in 2024; all directors attended ≥75% of Board/committee meetings while serving |
| Committee activity (2024) | Nominating CG&S: 5 meetings; Compensation: 6; Audit: 14; Finance: 4 |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Board cash retainer | $80,000 |
| 2024 | Committee membership fees | $16,000 (two committees at $8,000 each) |
| 2024 | Total cash fees | $96,000 |
| 2024 | Chair/meeting fees | $0 (no chair role; WNC does not pay meeting fees) |
| 2025 (structure) | Board cash retainer | $80,000 |
| 2025 (structure) | Committee membership fees | $8,000 per committee (unchanged) |
Notes:
- 2024 total director compensation: $236,015 ($96,000 cash + $140,015 equity) .
- Non-qualified deferred compensation plan available; Company matches first 3% and 50% of next 2% of deferred cash retainers; Broberg reported no “All Other Compensation” in 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | May 22, 2024 | 6,307 | $140,015 | Vests May 22, 2025 (one-year cliff) | Standard annual equity under director program |
| Form 4 Award (common stock) | May 14, 2025 | 15,448 | $0 (Form 4 grant) | Not disclosed in proxy; post-award ownership 31,673 shares | |
| Form 4 Award (common stock) | May 22, 2024 | 6,307 | $0 (Form 4 grant) | Matches annual RSU grant | |
| Form 4 Award (common stock) | May 10, 2023 | 5,375 | $0 (Form 4 grant) | Annual equity | |
| Form 4 Award (common stock) | Nov 18, 2022 | 4,543 | $0 (Form 4 grant) | Initial director grant |
Program design signals:
- Director equity is RSUs that vest after one year; no meeting fees; annual Board retainer combines cash and equity; RSUs vest fully on first anniversary .
- 2025 Omnibus Plan highlights include minimum vesting standards, no single-trigger change-in-control vesting, no discounted/repriced options, recoupment provisions, and director compensation cap of $750,000/year .
Other Directorships & Interlocks
| Company | Relationship | Public/Private | Potential Interlock Notes |
|---|---|---|---|
| Wabash National Corporation | Director | Public | Independent; committees: Nominating CG&S, Finance |
| Fullbay | CEO | Private | Heavy-duty repair software; no WNC related-party transaction disclosures in 2024 |
| ACERTUS | CEO (prior) | Private | Automotive logistics; no WNC related-party transaction disclosures in 2024 |
| DiCentral LLC | Director (prior) | Private | EDI supply chain software; no WNC related-party transaction disclosures in 2024 |
| Other public boards | None | — | Per proxy, no other public company directorships |
Related-party transactions: WNC’s Audit Committee administers Related Persons Transactions Policy; no transactions requiring disclosure in 2024 .
Expertise & Qualifications
- Logistics, transportation technology, digital marketplaces; risk management and competitive pricing/sales capabilities per Board skills matrix .
- Education: BS Marketing; MBA (ASU W.P. Carey) .
- Board independence affirmed (NYSE standards) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mar 19, 2025 | 9,918 | ~0.02% (9,918 / 42,287,182) | Excludes 6,307 unvested RSUs not deemed outstanding |
| May 14, 2025 (post Form 4) | 31,673 | ~0.07% (31,673 / 42,287,182) | Post-award ownership reported on Form 4 |
Alignment policies:
- Director stock ownership guidelines: hold 50% of Company shares from annual retainers until ownership equals 5x cash portion of annual board retainer; all directors either met target or are in compliance with holding requirement timeline as of Dec 31, 2024 .
- Anti-hedging/pledging: WNC prohibits pledging, hedging, short sales; insider trading policy applies to directors .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing URL |
|---|---|---|---|---|---|---|
| 2025-05-15 | 2025-05-14 | Award (A) | 15,448 | 0.00 | 31,673 | |
| 2024-05-24 | 2024-05-22 | Award (A) | 6,307 | 0.00 | 16,225 | |
| 2023-05-11 | 2023-05-10 | Award (A) | 5,375 | 0.00 | 9,918 | |
| 2022-11-18 | 2022-11-18 | Award (A) | 4,543 | 0.00 | 4,543 |
Pattern:
- No reported open market purchases or sales; awards consistent with annual director equity program and Form 4s [links above].
Governance Assessment
- Committee effectiveness: Service on Nominating CG&S (oversight of board composition, ESG) and Finance (capital structure, financing, investment oversight) indicates engagement on governance and capital allocation matters .
- Independence & attendance: Independent; board-wide attendance threshold met; independent chair supports board oversight quality .
- Compensation alignment: Director pay balanced between cash and one-year RSUs; director ownership guidelines enforce skin-in-the-game; no meeting fees; annual equity increased modestly in 2025 to maintain market competitiveness .
- Shareholder signals: 2024 Say-on-Pay approval >98% (for NEOs) suggests strong investor support for compensation governance; positive context for overall governance quality .
- Conflicts & related parties: No related person transactions requiring disclosure in 2024; Audit Committee monitors such exposures; insider trading policy and anti-hedging/pledging rules mitigate alignment risks .
RED FLAGS:
- None disclosed: no related-party transactions, no pledging/hedging, no attendance issues, and insider activity limited to equity awards [links above].