Wabash National Corporation's Board of Directors adopted a new Director Overboarding Policy, effective May 14, 2025. This policy is designed to ensure that board members can adequately meet the demands of serving on Wabash's board and have the flexibility required for their responsibilities. It also aligns with guidelines from proxy voting advisors and large institutional investors.
Under the new policy, no member of the Board may serve as a director on more than four boards of directors of publicly traded companies, including Wabash. Furthermore, if a board member is an executive officer of another publicly traded company, they may not serve on any other public company board apart from Wabash and their executive employer.
The policy also specifies that any member of the Audit Committee may not serve on more than three audit committees of publicly traded companies, including Wabash. This measure aims to enhance the focus and effectiveness of the board and its committees in overseeing the company's operations and strategic direction.
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