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On February 11, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of Werner Enterprises, Inc. (the “Company”) approved the following compensation for each of the Company’s named executive officers.

The grants of Restricted Stock (“RS”) and Performance Stock (“PS”) to the named executive officers are subject to the terms and conditions of the Company’s Amended and Restated Equity Plan, as amended and restated on February 7, 2018 (the “Plan”). The RS vests in four equal installments on each of the first four anniversaries from the grant date. The PS only vests if the Company meets specified performance objectives related to diluted earnings per share for the two-year period January 1, 2019 through December 31, 2020. All earned PS will cliff vest in one installment on the third anniversary from the grant date. PS amounts are presented at the target level of performance. Actual vesting ranges between 0% and 200% of the target, depending on actual performance, and has a total shareholder return (“TSR”) modifier that can cap the vesting at 150% based on the Company’s TSR for the three-year period ending December 31, 2021.
The Committee also approved the parameters of the performance-based cash bonus program (Annual Incentive Plan or “AIP”) for the 2019 fiscal year, subject to the terms and conditions for Performance Awards in the Plan. The performance goals for the 2019 AIP relate to the Company’s (i) operating income, (ii) revenues, excluding fuel surcharge revenues, (iii) individual performance and (iv) operating ratio, net of fuel surcharge revenues. Each named executive officer may earn a bonus ranging from 0% to 200% of their 2019 target bonus, based on the level of attainment of the performance goals. The target bonus amounts range from 60% to 100% of each named executive officer’s 2019 annual base salary.
In addition to the cash and equity compensation described above, certain of the Company’s named executive officers may also receive the following other compensation and perquisites: matching contributions to the Company’s 401(k) retirement savings plan and employee stock purchase plan, personal use of a Company-provided vehicle, country club membership, and personal medical care membership program. The named executive officers are also eligible to participate in voluntary health and welfare benefit programs sponsored by the Company.