Werner Enterprises (WERN) appoints veteran executive Paul Hoelting to Board
Rhea-AI Filing Summary
Werner Enterprises, Inc. appointed Paul Hoelting to its Board of Directors to fill a Class I directorship vacancy, effective August 7, 2026. He will receive the standard independent director compensation, including a $75,000 annual cash retainer and a $100,000 restricted stock award with time-based vesting over three years, plus additional cash retainers for committee chair roles. Cash compensation is paid quarterly and the initial restricted stock grant is prorated for his first year. The company highlights Hoelting’s three decades of executive leadership in transportation and logistics and notes 2025 revenues of nearly $3.0 billion and a workforce of more than 14,500 associates.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Director cash retainer: $75,000
Restricted stock award: $100,000
2025 revenues: nearly $3.0 billion
+1 more
4 metrics
Director cash retainer
$75,000
Annual cash retainer for Board membership for independent directors
Restricted stock award
$100,000
Annual restricted stock award value with time-based vesting over three years
2025 revenues
nearly $3.0 billion
Companywide revenues for 2025 as stated in the company overview
Associates
more than 14,500
Number of associates employed as described in the company overview
Key Terms
Class I directorship, restricted stock award, time-based vesting, Item 404(a) of Regulation S-K, +1 more
5 terms
Class I directorship regulatory
"appointed Paul Hoelting to the Board to fill a Class I directorship vacancy"
restricted stock award financial
"restricted stock award valued at $100,000 with time-based vesting over three years"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
time-based vesting financial
"restricted stock award valued at $100,000 with time-based vesting over three years"
Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.
Item 404(a) of Regulation S-K regulatory
"requires disclosure pursuant to Item 404(a) of Regulation S-K"
Dedicated and One-Way Truckload services technical
"Werner provides Dedicated and One-Way Truckload services as well as Logistics services"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Werner Enterprises (WERN) announce regarding its Board of Directors?
Werner Enterprises’ Board appointed Paul Hoelting to fill a Class I directorship vacancy. The appointment follows a recommendation from the Nominating and Corporate Governance Committee and aligns with the company’s By-Laws.
What compensation will new director Paul Hoelting receive at Werner Enterprises (WERN)?
Paul Hoelting will receive an annual $75,000 cash retainer and a $100,000 restricted stock award vesting over three years. Cash is paid quarterly and the initial stock grant is prorated in his first year.
What experience does Paul Hoelting bring to the Werner Enterprises (WERN) Board?
Paul Hoelting has over 30 years of C‑suite experience in transportation and logistics, including serving as President of TForce Freight and holding executive roles at UPS Freight in revenue, truckload, finance and accounting.
How large is Werner Enterprises (WERN) based on the latest revenue and workforce figures?
Werner reports 2025 revenues of nearly $3.0 billion and more than 14,500 associates. It operates a modern truck and trailer fleet and provides truckload and logistics services across the United States, Mexico and Canada.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| , | ||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(402 ) 895-6640
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 7, 2026 the Board of Directors (the "Board") of Werner Enterprises, Inc. (the "Company"), upon the recommendation of its Nominating and Corporate Governance Committee and in accordance with the Company's By-Laws, appointed Paul Hoelting to the Board to fill a Class I directorship vacancy.
Mr. Hoelting will receive the same compensation package as received by other independent members of the Board. This package provides for the following annual amounts: (i) $75,000 cash retainer for Board membership, (ii) restricted stock award valued at $100,000 with time-based vesting over three years, and (iii) cash retainers for committee chairs. Cash compensation is paid in quarterly installments, and the restricted stock award is prorated in the year appointed to the Board.
There are no arrangements or understandings between Mr. Hoelting and any other persons pursuant to which Mr. Hoelting was selected as a director. He has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued in connection with this matter is furnished as Exhibit 99.1 to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1 | Press release issued by the Company on August 10, 2026 "Werner® Appoints Paul Hoelting to Board of Directors." | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WERNER ENTERPRISES, INC. | |||||||||||
Date: August 10, 2026 | By: | /s/ Christopher D. Wikoff | |||||||||
| Christopher D. Wikoff | |||||||||||
| Executive Vice President, Chief Financial Officer, and Treasurer | |||||||||||
Date: August 10, 2026 | By: | /s/ Alan G. Colson | |||||||||
| Alan G. Colson | |||||||||||
| Vice President, Controller and Principal Accounting Officer | |||||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
WERNER® APPOINTS PAUL HOELTING TO BOARD OF DIRECTORS
OMAHA, Neb., August 10, 2026 — Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, announces its Board of Directors (the “Board”) appointed Paul Hoelting to the Board to fill a Class I directorship vacancy.
“We’re pleased to welcome Paul to our Board,” said Werner’s Chairman and CEO, Derek Leathers. “He brings a deep, three-decade track record of executive leadership, financial stewardship and operational transformation in the transportation and logistics space. His extensive governance experience and hands-on expertise in driving growth and operational efficiency will be a tremendous asset as we continue driving Werner forward and reinforcing our commitment to operational excellence.”
Hoelting is a veteran transportation executive with more than 30 years of C-suite experience spanning publicly traded, private and technology-enabled organizations. He recently served as President of TForce Freight, where he led major operational and financial transformations post-UPS separation. Prior to that, he held several executive roles at UPS Freight Company, including Chief Revenue Officer, President of the Dedicated Truckload Division, Chief Financial Officer and Chief Accounting Officer.
Hoelting currently serves as an Executive Advisor to multiple transportation technology and logistics companies, advising on product direction, market expansion and operational scale. He holds a Bachelor of Science in Accounting, a Master of Business Administration and has passed the Certified Public Accountant examination.
To learn more about Werner, visit www.werner.com.
About Werner Enterprises
Werner Enterprises, Inc. (Nasdaq: WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2025 revenues of nearly $3.0 billion, a modern truck and trailer fleet, more than 14,500 talented associates and our innovative Werner EDGE® technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner® provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. Werner embraces inclusion as a core value and manages key risks and opportunities through a balanced sustainability strategy.
Werner Enterprises, Inc. (Nasdaq: WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2025 revenues of nearly $3.0 billion, a modern truck and trailer fleet, more than 14,500 talented associates and our innovative Werner EDGE® technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner® provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. Werner embraces inclusion as a core value and manages key risks and opportunities through a balanced sustainability strategy.
Contact: Jill Samuelson, Associate Vice President – Marketing and Communications
Werner Enterprises, Inc.
(D) 402.819.5319
press@werner.com
Source: Werner Enterprises, Inc.