WERNER ENTERPRISES CORPORATE GOVERNANCE FACT SHEET

Board of Directors

Size of Board 8 Members
Number of Independent Directors 7
Number of board meetings in 2019 4
Annual Board and Committee Evaluation Yes
Each Director serves on no more than one other company board No

Board Committees

Audit Committee

Independent Audit Committee Yes
Number of Audit Committee meetings held in 2019 4
Audit Committee members serve on no more than one other company audit committee No

Compensation Committee

Independent Compensation Committee Yes
Number of Compensation Committee meetings held in 2019 5

Nominating and Corporate Governance Committee

Independent Nominating and Corporate Governance Committee Yes
Number of Nominating and Corporate Governance Committee meetings held in 2019 3

Governance Policies and Practices

Corporate Governance Guidelines approved by the Board Yes
Outside Directors hold meetings without management present Yes, at quarterly Audit Committee meetings
Insider Trading Policy Yes
Disclosure Committee meets quarterly for financial reporting process Yes
Code of Corporate Conduct Yes
Whistle Blower Procedures Yes
Quiet Period Policy Yes
Related party transactions reviewed by Nominating and Corporate Governance Committee Yes