Werner Enterprises : Proxy Statement

Post Office Box 45308

Omaha, Nebraska 68145-0308

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 9, 2023

Dear Stockholders:

Notice is hereby given that the 2023 Annual Meeting of Stockholders of Werner Enterprises, Inc., a Nebraska corporation (the "Company"), will be held at the Embassy Suites Omaha-La Vista Hotel & Conference Center, 12520 Westport Parkway, La Vista, Nebraska, on Tuesday, May 9, 2023, at 10:00 a.m. Central Time for the following purposes:

1. To elect three Class II directors to each serve for a three-year term expiring at the 2026 Annual Meeting of Stockholders.
2. To approve an advisory resolution on executive compensation.
3. To hold an advisory vote on the frequency of future advisory votes on executive compensation.
4. To approve the Company's 2023 Long-Term Incentive Plan.
5. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023.
6. To transact such other business as may properly come before the meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 20, 2023, will be entitled to receive notice of and to vote at the 2023 Annual Meeting or any adjournment thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2023: This Notice of Annual Meeting of Stockholders presents only an overview of the more complete enclosed proxy materials comprised of the Company's (i) 2023 Proxy Statement and (ii) 2022 Annual Report to Stockholders (containing our Annual Report on Form 10-K for 2022). Copies of the proxy materials are available, without charge, on the Company's website (http://www.werner.com under the "Investors" link). The enclosed proxy materials contain important information about the Company and 2023 Annual Meeting, and you are encouraged to review these documents before voting.

Your vote is important. Whether or not you attend the meeting, please vote and submit your proxy as promptly as possible using one of the voting methods described in the Proxy Statement. If you hold your shares through a brokerage firm, bank or other nominee, follow the instructions you receive from them to vote your shares.

By Order of the Board of Directors,

	James L. Johnson
Omaha, Nebraska	Executive Vice President, Chief Accounting Officer
April 3, 2023	& Corporate Secretary

TABLE OF CONTENTS
PROXY STATEMENT SUMMARY AND BUSINESS OVERVIEW	1
PROPOSAL 1-ELECTIONOF DIRECTORS	3
DIRECTOR NOMINEES	3
DIRECTOR INFORMATION	4
RECOMMENDATION OF THE BOARD OF DIRECTORS-PROPOSAL1	7
CORPORATE GOVERNANCE	7
DIRECTOR INDEPENDENCE DETERMINATIONS	7
ROLE AND LEADERSHIP OF THE BOARD OF DIRECTORS	8
BOARD OVERSIGHT OF RISK MANAGEMENT	9
CORPORATE GOVERNANCE POLICIES AND MATERIALS	9
HEDGING AND PLEDGING POLICY	9
COMMITTEES OF THE BOARD OF DIRECTORS	10
ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS AND ANNUAL MEETING	10
AUDIT COMMITTEE	10
COMPENSATION COMMITTEE	11
ENVIRONMENTAL SOCIAL AND GOVERNANCE COMMITTEE	12
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	12
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS	12
DIRECTOR NOMINATION PROCESS	13
DIRECTOR COMPENSATION AND BENEFITS	15
EXECUTIVE OFFICERS	17
EXECUTIVE OFFICER INFORMATION	17
BENEFICIAL OWNERSHIP OF COMMON STOCK	19
STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS ....	19
EXECUTIVE COMPENSATION	21
COMPENSATION DISCUSSION AND ANALYSIS	21
REPORT OF THE COMPENSATION COMMITTEE	30
EMPLOYMENT ARRANGEMENTS	30
ARRANGEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	30
SUMMARY COMPENSATION TABLE	32
ALL OTHER COMPENSATION FOR 2022	33
GRANTS OF PLAN-BASEDAWARDS FOR 2022	34
OUTSTANDING EQUITY AWARDS AT 2022 YEAR-END	35
STOCK VESTED FOR 2022	36
NONQUALIFIED DEFERRED COMPENSATION FOR 2022	36
CEO PAY RATIO	37
PAY VERSUS PERFORMANCE	38
PROPOSAL 2-ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	41
RECOMMENDATION OF THE BOARD OF DIRECTORS-PROPOSAL2	41
PROPOSAL 3-ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON
EXECUTIVE COMPENSATION	42
RECOMMENDATION OF THE BOARD OF DIRECTORS-PROPOSAL3	42
PROPOSAL 4-APPROVAL OF COMPANY'S LONG-TERM INCENTIVE PLAN	43
RECOMMENDATION OF THE BOARD OF DIRECTORS-PROPOSAL4	52
PROPOSAL 5-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	53
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	53
AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PERFORMED BY THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	53
REPORT OF THE AUDIT COMMITTEE	54
RECOMMENDATION OF THE BOARD OF DIRECTORS-PROPOSAL5	55
TRANSACTIONS WITH RELATED PERSONS	55
REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS	55
RELATED PERSON TRANSACTIONS	56
STOCKHOLDER PROPOSALS	56
ANNUAL MEETING AND VOTING INFORMATION	57
STOCKHOLDERS SHARING THE SAME ADDRESS	60
CONTACTING THE CORPORATE SECRETARY AND EXECUTIVE OFFICES	60
INTERNET WEBSITE AND AVAILABILITY OF MATERIALS	60
APPENDIX A - WERNER ENTERPRISES, INC. 2023 LONG-TERM INCENTIVE PLAN	A-1

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WERNER ENTERPRISES, INC.

Post Office Box 45308

Omaha, Nebraska 68145-0308

________________

PROXY STATEMENT FOR

ANNUAL MEETING OF STOCKHOLDERS

MAY 9, 2023

________________________

PROXY STATEMENT SUMMARY AND BUSINESS OVERVIEW

We are sending you this Proxy Statement in connection with the solicitation of proxies by our Board of Directors (the "Board") for the 2023 Annual Meeting of Stockholders of Werner Enterprises, Inc. The 2023 Annual Meeting will be held for the purposes set forth in the Notice of Annual Meeting of Stockholders on the cover page of this Proxy Statement. We are mailing the Proxy Statement, proxy and our Annual Report to Stockholders for the year ended December 31, 2022 (the "2022 Annual Report") on or about April 3, 2023.

In this Proxy Statement, we also use the following terms and abbreviations:

• We refer to Werner Enterprises, Inc. as the "Company," "Werner," "we," "our" or "us."
• The 2023 Annual Meeting of Stockholders is referred to as the "Annual Meeting" or "2023 Annual Meeting."
• References to "2022" and "for the year ended December 31, 2022" mean the Company's fiscal year for the period beginning January 1, 2022 and ending December 31, 2022.
• The term "executive officers" means those executives listed in the Executive Officer Information section of this Proxy Statement.
• The term "Proxy Materials" means and consists of this Proxy Statement, the proxy relating to the 2023 Annual Meeting and the 2022 Annual Report.
• We also refer to our "website," which means the Internet website available athttp://www.werner.com under the "Investors" link, as provided in the Internet Website and Availability of Materials section of this Proxy Statement.

This Proxy Statement and our 2022 Annual Report are available on our website. In these Proxy Materials, we refer to certain reports and forms that we have filed with the U.S. Securities and Exchange Commission (the "SEC"). All of our SEC filings are available on our website, as well as the SEC website at www.sec.gov. You may also request copies of our SEC filings and Proxy Materials from our Corporate Secretary at the contact information provided in the Contacting the Corporate Secretary and Executive Offices section of this Proxy Statement.

2022 Financial Highlights. We achieved strong financial results in 2022 with revenues increasing 20% and operating income increasing 5%. Earnings per diluted share decreased 2% due primarily to a $28.1 million decrease in unrealized gains on investments in equity securities and a $7.4 million increase in interest expense. We also generated free cash flow of over $130 million for the fourth consecutive year and ended the year with a net debt to earnings before interest, income taxes, depreciation, and amortization (EBITDA) ratio of 1.0 times.

• Total revenues $3.3 billion	•	Cash flow from operations $448.7 million
•	Operating income $323.1 million	• Capital expenditures, net $317.6 million
•	Net income attributable to Werner $241.3 million	• Dividends paid $32.2 million
•	Earnings per diluted share $3.74	• Stock repurchases $110.4 million
•	Operating ratio 90.2%	•	Stockholders' equity $1.4 billion

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2022 Executive Compensation Program. Our executive compensation program has been instrumental to achieving our business objectives. Our total compensation mix allows us to retain qualified, innovative executive officers who possess the necessary experience and expertise to effectively lead and manage the Company, contribute to our longstanding success and create value for our stockholders. The overall design of our compensation program, including the three primary pay components, has remained consistent year over year.

Annual Base Salary	• Fixed element of annual compensation
	• Two named executive officers received Base salary increases in 2022, which
	totaled $55,000
Cash Annual Incentive	• Short-term cash incentive with variable payout opportunities based on two
Compensation	Company performance metrics measured against pre-defined annual goals
	and an individual performance metric
	• Target cash annual incentive payouts as a percentage of base salary increased
	from 100% in 2021 to 115% in 2022 for the CEO and increased from 60% in
	2021 to 70% in 2022 for three of the other named executive officers
Long-Term Incentive	• Long-termequity-based incentives split between restricted stock and
Compensation	performance stock with three-year vesting schedules
	• No change in equity award design in 2022

Our executive compensation program includes the following best practices:

What we do	What we don't do
•	Pay for performance	• Employment agreements for executive officers
• Short-term and long-term incentive compensation	• Single-trigger severance arrangements
• Recoupment policy for performance-based cash and	• Dividends or dividend equivalents on unvested or
	equity awards	unearned equity awards
•	Annual say-on-pay vote	• Hedging and pledging of Werner securities
•	Independent compensation consultant	• Tax gross-ups beginning in 2022

• Stock ownership guidelines
• Limited perquisites

Environmental, Social and Governance ("ESG"). At Werner, we are proud of the strong foundation of driving greater sustainability and inclusion throughout the over 65 years of our organization. As an award-winning EPA SmartWay Transportation Partner, Werner eliminated over 370 million gallons in fuel consumption and reduced over 4.1 million tons of CO2 since 2007. Werner is proud of its highly-skilled and safety-conscious driver workforce. Our female driver workforce is double the industry average, and over half of our driver associates are ethnically diverse. In 2022, Werner, as well as our recently acquired business, ReedTMS Logistics, were both recognized among the Top Companies for Women to Work for in Transportation by the Women in Trucking Association. This was Werner's fifth consecutive year of being recognized. Werner was recognized for our support of gender diversity, flexible hours and work requirements, competitive compensation and benefits, and professional development and career advancement opportunities. In 2023, Werner was honored to be recognized as No. 3 on the Top 10 Military Friendly® Company list by VIQTORY. In 2022, Werner was also recognized as No. 1 on the Top 10 Company Military Friendly® Spouse Employer list, No. 3 on the Top 10 Military Friendly® Brand list, and No. 4 on the Top 10 Military Friendly® Employer list by VIQTORY. These serve as Werner's highest rankings ever received in these categories. We are widely recognized as a transportation leader in military hiring with veterans and veteran spouses. Werner's talented Board of Directors has strong business experience, relevant leadership skills and increasing diversity among its membership. Eight of our nine directors are independent and five of our nine directors are gender or ethnically diverse. In 2022, Werner was recognized by 50/50 Women on BoardsTM as a "3+" company for having three or more women on our corporate board of directors.

In October 2020, we launched a codified approach to sustainability organization-wide and unveiled key ESG milestones. As an important part of the Social component of ESG, we added "Inclusion" to our core values and

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adopted a Diversity, Equity and Inclusion ("DEI") vision statement. Our ESG strategy will continue to evolve through five key themes:

1. Establish a formalized ESG framework and strategy.
2. Identify meaningful, reportable metrics and goals to monitor, measure and report on our ESG performance and progress.
3. Build on our strong foundation as an industry leader focused on reducing our environmental impact and carbon footprint through a young, innovative and modern truck and trailer fleet.
4. Foster and empower an inclusive culture that upholds our core values and provides equal opportunities for all.
5. Continue to uphold transparency, ethics and integrity in our governance practices with an emphasis on creating a more diverse Board with complementary skills that align with our long- term strategy.

Our recent accomplishments under our ESG program include:

Environmental	• Launched WernerBlue, our branded Sustainability endeavor
	• Disclosed Scope 1 absolute emissions
	• Invested in numerous new technologies including, but not limited to, electric vehicles
	(EV), internal combustion engine (ICE) hydrogen truck and new compressed natural
	gas (CNG) engines
Social	• Doubled associate training hours devoted to human trafficking awareness
	• Created an advancement and retention plan to increase and elevate women and
	diverse talent in the management pipeline
	• Instituted an employee volunteer hours program
Governance	• Established a stand-alone ESG Committee of our Board of Directors
	• Formed a task force made up of senior leadership, associates and board members to
	further the goals of WernerBlue
	• Published update to inaugural Corporate Social Responsibility Report
	• Appointed a Lead Independent Director in February 2023
	• Announced engagement with Salesforce and Workiva to accelerate ESG data capture
	and SEC reporting

As we further develop our ESG strategy, we will continue to advance these efforts, and others, and report on our progress in future Corporate Social Responsibility Reports to be available on our website.

PROPOSAL 1 - ELECTION OF DIRECTORS

Our Articles of Incorporation provide that the Board may be divided into two or three separate classes of directors. Each class must consist of not less than two, nor more than five, directors, and the classes should be nearly equal in number as possible. Our By-Laws provide for a range of not less than seven nor more than nine directors, divided into three classes (Class I, II and III), and each class should have the same number of directors to the extent possible. Directors hold office for a term of three years and until a successor is elected and qualified. The terms of office for each class of current directors expire at the annual meeting of stockholders in the following years: Class I, 2025; Class II, 2023; and Class III, 2024.

DIRECTOR NOMINEES

You will be asked to elect three directors in Class II to each serve for a three-year term expiring at the 2026 Annual Meeting of Stockholders. The nominees for director at the 2023 Annual Meeting are:

Diane K. Duren

Derek J. Leathers

Michelle D. Livingstone

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