WABASH NATIONAL CORPORATION
1000 Sagamore Parkway South
Lafayette, Indiana 47905
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 16, 2013

To the Stockholders of Wabash National Corporation:

The 2013 Annual Meeting of Stockholders of Wabash National Corporation will be held at the Wabash National Corporation Ehrlich Innovation Center, located at 3233 Kossuth Street, Lafayette, IN 47905, on Thursday, May 16, 2013, at 10:00 a.m. local time for the following purposes:

Each outstanding share of Wabash National Corporation (NYSE:WNC) Common Stock entitles the holder of record at the close of business on March 28, 2013, to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. Shares of our Common Stock can be voted at the Annual Meeting only if the holder is present in person or by valid proxy. Management cordially invites you to attend the Annual Meeting.

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IF YOU PLAN TO ATTEND

Please note that space limitations make it necessary to limit attendance to stockholders and one guest. Registration and seating will begin at 9:00 a.m. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

By Order of the Board of Directors

ERIN J. ROTH
Senior Vice President
General Counsel and Corporate Secretary

April 5, 2013

IMPORTANT:  WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE YOU TO VOTE YOUR SHARES AT YOUR EARLIEST CONVENIENCE. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. PROMPTLY VOTING YOUR SHARES BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD, OR BY VOTING VIA THE INTERNET OR BY TELEPHONE, WILL SAVE US THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. AN ADDRESSED ENVELOPE FOR WHICH NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES IS ENCLOSED. SUBMITTING YOUR PROXY NOW WILL NOT PREVENT YOU FROM VOTING YOUR SHARES AT THE MEETING IF YOU DESIRE TO DO SO, AS YOUR PROXY IS REVOCABLE AT YOUR OPTION. YOUR VOTE IS IMPORTANT, SO PLEASE ACT TODAY.

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WABASH NATIONAL CORPORATION
1000 Sagamore Parkway South
Lafayette, Indiana 47905

PROXY STATEMENT
Annual Meeting of Stockholders on May 16, 2013

This Proxy Statement is furnished on or about April 18, 2013 to stockholders of Wabash National Corporation (hereinafter, “we,” “us,” “Company,” “Wabash,” and “Wabash National”), 1000 Sagamore Parkway South, Lafayette, Indiana 47905, in connection with the solicitation by our Board of Directors of proxies to be voted at the Annual Meeting of Stockholders to be held at the Wabash National Corporation Ehrlich Innovation Center, located at 3233 Kossuth Street, Lafayette, IN 47905, on Thursday, May 16, 2013 at 10:00 a.m. local time, (the “Annual Meeting”) and at any adjournments or postponements of the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for
the Stockholder Meeting to Be Held on May 16, 2013.

Our Annual Report and this Proxy Statement are available at www.proxyvote.com. To access our Annual Report and Proxy Statement, enter the control number referenced on your proxy card.

ABOUT THE MEETING

What is The Purpose of the Annual Meeting?

At the Annual Meeting, our management will report on our performance during 2012 and respond to questions from our stockholders. In addition, stockholders will act upon the matters outlined in the accompanying Notice of Annual Meeting of Stockholders, which include the following three proposals:

Stockholders will also consider any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. Management is currently not aware of any other business to come before the Annual Meeting.

Who is Entitled to Vote?

Only stockholders of record at the close of business on March 28, 2013 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote the shares of common stock of the Company (“Common Stock”) that they held on the Record Date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. Each share entitles its holder to cast one vote on each matter to be voted upon.

A list of stockholders of record as of the Record Date will be available for inspection during ordinary business hours at our offices located at 1000 Sagamore Parkway South, Lafayette, Indiana 47905, from May 6, 2013 to the date of our Annual Meeting. The list will also be available for inspection at the Annual Meeting.

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Who can Attend the Annual Meeting?

All stockholders as of the close of business on the Record Date, or their duly appointed proxies, may attend the Annual Meeting.

Please note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the Record Date and check in at the registration desk at the Annual Meeting. Alternatively, to vote, you may contact the person in whose name your shares are registered and obtain a proxy from that person and bring it to the Annual Meeting.

What Constitutes a Quorum?

The presence at the Annual Meeting, in person or by valid proxy, of the holders of a majority of the shares of our Common Stock outstanding on the Record Date will constitute a quorum, permitting us to conduct our business at the Annual Meeting. As of the Record Date, 68,472,018 shares of Common Stock, held by 767 stockholders of record, were outstanding and entitled to vote at the Annual Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting.

How do I Vote?

You can vote on matters to come before the Annual Meeting in the following four ways:

What if I Vote and Then Change my Mind?

You may revoke your proxy at any time before it is exercised by:

Your last vote will be the vote that is counted.

What are the Board’s Recommendations?

The Board recommends that you vote FOR election of the nominated slate of directors (p. 4), FOR the approval of the compensation of our executive officers (p. 53), and FOR ratification of the appointment of our auditors (p. 56). Unless you give other instructions, the persons named as proxy holders on the proxy card will vote in accordance with the Board’s recommendation. With respect to any other matter that properly comes before the meeting, the proxy holders will vote in their own discretion.

What Vote is Required for Each Proposal?

The following table summarizes the vote threshold required for approval of each proposal and the effect of abstentions, uninstructed shares held by banks or brokers, and unmarked, signed proxy cards. If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may elect to exercise voting

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discretion with respect to the appointment of our auditors. Under New York Stock Exchange (“NYSE”) Rules, this proposal is considered a “discretionary” item, meaning that brokerage firms that have forwarded this Proxy Statement to clients 25 days or more before the Annual Meeting may vote in their discretion for this item on behalf of clients who have not furnished voting instructions at least 15 days before the date of the Annual Meeting and brokerage firms that have forwarded this Proxy Statement to clients less than 25 days before the Annual Meeting may vote in their discretion for this item on behalf of clients who have not furnished voting instructions at least 10 days before the date of the Annual Meeting. If you do not give your broker or nominee specific instructions, your broker or nominee may elect not to exercise its discretion on the ratification of our auditors, in which case your shares will not be voted on this matter.

If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not vote your shares with respect to the election of directors and the advisory vote on executive compensation. Shares for which the broker does not exercise its discretion or for which it has no discretion and for which it has received no instructions, so-called broker “non-votes,” will not be counted in determining the number of shares necessary for approval of such matters; however, those shares will be counted in determining whether there is a quorum.

On all proposals, if you sign and return a proxy or voting instruction card, but do not mark how your shares are to be voted, they will be voted as the Board recommends.

Proposal Number		Item		Vote Required for Approval of Each Item		Abstentions		Uninstructed Shares		Unmarked Proxy Cards
1		Election of Directors		Majority of votes cast		No effect		Not voted		Voted “for”
2		Advisory vote on executive compensation		Majority of shares present and entitled to vote		Counted as “against”		Not voted		Voted “for”
3		Ratification of Appointment of Independent Auditor		Majority of shares present and entitled to vote		Counted as “against”		Discretionary vote		Voted “for”

Who will Bear the Costs of this Proxy Solicitation?

We will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding Common Stock. We may solicit proxies by mail, personal interview, telephone or via the Internet through our officers, directors and other management associates, who will receive no additional compensation for their services. In addition, we have also retained Eagle Rock Proxy Advisors, LLC to assist with proxy solicitation. For their services, we will pay a fee of $3,500 plus out-of-pocket expenses.

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PROPOSAL 1

Election of Directors

Our Bylaws provide that our Board of Directors, or the Board, shall be comprised of not less than three, nor more than nine, directors with the exact number to be fixed by resolution of the Board. The Board has fixed the authorized number of directors at seven directors.

At the Annual Meeting, seven directors are to be elected, each of whom shall serve for a term of one year or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Proxies representing shares held on the Record Date that are returned duly executed will be voted, unless otherwise specified, in favor of the seven nominees for the Board named below. In accordance with our Bylaws, each nominee, as a condition to nomination, has submitted to the Nominating and Corporate Governance Committee an irrevocable resignation from the Board that is effective only in the event a nominee does not receive the required vote of our stockholders to be elected to the Board and the Board accepts the nominee’s resignation. Each of the nominees has consented to be named in this Proxy Statement and to serve on the Board if elected. It is not anticipated that any nominee will become unable or unwilling to accept nomination or election, but, if that should occur, the persons named in the proxy intend to vote for the election in his or her stead, such other person as the Nominating and Corporate Governance Committee may recommend to the Board.

Corporate Governance Matters

Our Board has adopted Corporate Governance Guidelines (the “Guidelines”). Our Board has also adopted a Code of Business Conduct and Ethics and a Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers. The Guidelines set forth a framework within which the Board oversees and directs the affairs of Wabash National. The Guidelines cover, among other things, the composition and functions of the Board, director independence, director stock ownership, management succession and review, Board committees, the selection of new directors, and director responsibilities and duties.

The Code of Business Conduct and Ethics and the Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers cover, among other things, compliance with laws, rules and regulations (including insider trading), conflicts of interest, corporate opportunities, confidentiality, protection and use of company assets, and the reporting process for any illegal or unethical conduct. The Code of Business Conduct and Ethics applies to all of our directors, officers, and associates, including our Chief Executive Officer and Chief Financial Officer. The Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers includes provisions that are specifically applicable to our Chief Executive Officer, Chief Financial Officer and senior financial officers.

Any waiver of the Code of Business Conduct and Ethics and the Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers for a director or executive officer, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, will be promptly disclosed and posted on our website as required by law or the listing standards of the NYSE.

The Guidelines, the Code of Business Conduct and Ethics, and the Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers are available on the Investor Relations/Corporate Governance page of our website at www.wabashnational.com and are available in print without charge by writing to: Wabash National Corporation, Attention: Corporate Secretary, 1000 Sagamore Parkway South, Lafayette, Indiana 47905.

Related Persons Transactions Policy

Our Board has adopted a written Related Persons Transactions Policy. The Related Persons Transactions Policy sets forth our policy and procedures for review, approval and monitoring of transactions in which the Company and “related persons” are participants. Related persons include directors, nominees for director, officers, stockholders owning five percent or greater of our outstanding stock, and any immediate family members of the aforementioned. The Related Persons Transactions Policy is administered by a committee designated by the Board, which is currently the Audit Committee.

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The Related Persons Transactions Policy covers any related person transaction that meets the minimum threshold for disclosure in our annual meeting proxy statement under the relevant Securities and Exchange Commission (the “SEC”) rules, which currently covers transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest. Related person transactions must be approved, ratified, rejected or referred to the Board by the Audit Committee. The policy provides that as a general rule all related person transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party. However, the policy takes into account that in certain cases it may be impractical or unnecessary to make such a comparison. In such cases, the transaction may be approved in accordance with the provisions of the Delaware General Corporation Law. When evaluating potential related person transactions, the Audit Committee considers all reasonably available facts and circumstances and approves only the related person transactions determined in good faith to be in compliance with, or not inconsistent with, our Code of Business Conduct and Ethics, and the best interests of our stockholders.

The Related Persons Transaction Policy provides that management, or the affected director or officer will bring any relevant transaction to the attention of the Audit Committee. Additionally, each year, our directors and executive officers complete annual questionnaires designed to elicit information about potential related person transactions, and the directors and officers must promptly advise the Corporate Secretary if there are any changes to the information previously provided. If a director is involved in the transaction, he or she will be recused from all discussions and decisions with regard to the transaction, to the extent practicable. The transaction must be approved in advance whenever practicable, and if not practicable, must be ratified as promptly as practicable. All related person transactions will be disclosed to the full Board, and will be included in the Company’s proxy statement and other appropriate filings as required by the rules and regulations of the SEC and the NYSE.

Our General Counsel, Ms. Roth, disclosed to the Audit Committee that she is married to an equity partner in the law firm of Barnes & Thornburg, LLP, a firm retained by the Company for several legal matters, including product liability, commercial and employment litigation matters, and for associate benefits, environmental, real estate, intellectual property, tax, and export compliance legal counseling services. The Company has retained Barnes & Thornburg for such services since, at least, 2006 — which pre-dates Ms. Roth’s employment with the Company. During 2012, the Company paid Barnes & Thornburg $287,837 for legal services rendered; none of the fees earned by Barnes & Thornburg were directly earned by Ms. Roth’s spouse. The fees the Company paid to Barnes & Thornburg were consistent with, or less than, fees paid to other law firms retained in 2012 by the Company. Pursuant to our Related Persons Transaction Policy and the Audit Committee Charter, this transaction was approved by the Audit Committee, and subsequently approved by the Board, after determining that it is not inconsistent with our Code of Business Conduct and Ethics.

Director Independence

Under the rules of the NYSE, the Board must affirmatively determine that a director has no material relationship with the Company for the director to be considered independent. Our Board of Directors undertook its annual review of director independence in February 2013. The purpose of the review was to determine whether any relationship or transaction existed that was inconsistent with a determination that the director or director nominee is independent. The Board considered transactions and relationships between each director and director nominee, and any member of his or her immediate family, and Wabash and its subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between directors or director nominees or any member of their immediate families (or any entity of which a director or director nominee or an immediate family member is an executive officer, general partner or significant equity holder) and members of our senior management or their affiliates. As a result of this review, the Board of Directors affirmatively determined that all of the directors nominated for election at the Annual Meeting are independent of Wabash National and its management within the meaning of the rules of NYSE, with the exception of Richard J. Giromini who is the CEO of Wabash National.

On May 24, 2007, Dr. Martin Jischke assumed the position of Chairman of the Board. Among his other responsibilities, our Chairman of the Board presides at the executive sessions of our independent and non-management directors and facilitates communication between our independent directors and management.

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Qualifications and Nomination of Director Candidates

To be considered by the Nominating and Corporate Governance Committee, a director nominee must meet the following minimum criteria:

Pursuant to the Guidelines, the Nominating and Corporate Governance Committee also reviews, among other things, expertise, skills, knowledge, and experience. In reviewing these items, the Board may consider the diversity of director candidates, including diversity of expertise, geography, gender, and ethnicity. We seek independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The goal in reviewing these considerations for individual director candidates is that they, when taken together with that of other Board members, will lead to a Board that is effective, collegial, and responsive to the needs of the Company and its stockholders.

Information on Directors Standing for Election

The biographies of each of the nominees below contains information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should serve as a director for the Company.

The name, age, business experience, and public company directorships of each nominee for director, during at least the last five years, are set forth in the table below. For additional information concerning the nominees for director, including stock ownership and compensation, see “Director Compensation” and “Beneficial Ownership of Common Stock,” which follow:

NAME		AGE		OCCUPATION, BUSINESS & DIRECTORSHIPS		SINCE
Richard J. Giromini		59		Mr. Giromini has served as our President and Chief Executive Officer since January 1, 2007. He had been Executive Vice President and Chief Operating Officer from February 28, 2005 until December 2005 at which time he was appointed President and a Director of the Company. He had been Senior Vice President – Chief Operating Officer since joining the Company on July 15, 2002. Prior to joining Wabash National, Mr. Giromini was with Accuride Corporation from April 1998 to July 2002, where he served in capacities as Senior Vice President — Technology and Continuous Improvement; Senior Vice President and General Manager — Light Vehicle Operations; and President and CEO of AKW LP. Previously, Mr. Giromini was employed by ITT Automotive, Inc. from 1996 to 1998 serving as Director of Manufacturing. The sales and operations leadership experience reflected in Mr. Giromini’s summary, as well as his performance as our Chief Executive Officer, his participation on our Board, and his experience as a board member for another public company, supported the Board’s conclusion that he should again be nominated as a director.		December 2005

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NAME		AGE		OCCUPATION, BUSINESS & DIRECTORSHIPS		SINCE
Dr. Martin C. Jischke		71		Dr. Jischke served as President of Purdue University, West Lafayette, Indiana, from August 2000 until his retirement in July 2007. Dr. Jischke became Chairman of our Board of Directors at the 2007 Annual Meeting. Dr. Jischke also serves as a Director of Vectren Corporation and Duke Realty Corporation. Dr. Jischke has served in leadership positions, including as President, of four major research universities in the United States, in which he was charged with the strategic and financial leadership of each organization. He was also previously appointed as a Special Assistant to the United States Secretary of Transportation. The financial and strategic leadership experience reflected in Dr. Jischke’s summary, the diversity of thought provided by his academic background, his service on the boards of other large public companies and his performance as Chairman of our Board, supported the Board’s conclusion that he should again be nominated as a director.		January 2002
James D. Kelly		60		Prior to his retirement in September 2010, Mr. Kelly was the Vice President Enterprise Initiatives for Cummins Inc., a position he held since March 2010. Previously, Mr. Kelly served as the President, Engine Business and as a Vice President for Cummins Inc. from May 2005 until March 2010. Between 1976 and 1988, and following 1989, Mr. Kelly was employed by Cummins in a variety of positions of increasing responsibility including the Vice President and General Manager — Mid Range Engine Business between 2001 and 2004, and the Vice President and General Manager — Mid Range and Heavy Duty Engine Business from 2004 through May 2005. Mr. Kelly also serves as a Director of Cummins India Limited and of AM Castle & Co. The sales and operational expertise reflected in Mr. Kelly’s summary, as well as his participation on our Board and his experience as a board member for other public companies, supported the Board’s conclusion that he should again be nominated as a director.		February 2006
John E. Kunz		48		Mr. Kunz is the Vice President, Treasurer and Tax of Tenneco Inc., a global manufacturer of automotive emission control and ride control systems. In this role, which he has held since July 2006, Mr. Kunz oversees Tenneco’s treasury and tax activities in over 30 countries, including all equity and debt financing transactions, and participates in the management and implementation of its strategic growth plans. Previously, Mr. Kunz served as Vice President and Treasurer of Tenneco from February 2004 until his 2006 appointment to his current position. Prior to his employment with Tenneco, Mr. Kunz was the Vice President and Treasurer of Great Lakes Chemical Corporation, a position he held from August 2001 until February 2004, after holding several finance positions of increasing responsibility at Great Lakes, beginning in 1999. Additionally, Mr. Kunz was employed by KPMG, LLP from 1986 to 1990. Mr. Kunz’s financial expertise, experience with financing and equity transactions, and in managing the financial aspects of cyclical manufacturers in the transportation sector supported the Board’s conclusion that he should be nominated as a director.		March 2011

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NAME		AGE		OCCUPATION, BUSINESS & DIRECTORSHIPS		SINCE
Larry J. Magee		58		Mr. Magee is President, Consumer Tire U.S. & Canada, for Bridgestone Americas Tire Operations, LLC a position he has held since January 2011. He also serves as Chairman of BFS Retail & Commercial Operations, LLC and Bridgestone of Canada, Inc. He previously served as Chairman, Chief Executive Officer and President of BFS Retail & Commercial Operations, LLC from December 2001 until his appointment to his current position. Prior to December 2001, Mr. Magee served as President of Bridgestone/Firestone Retail Division beginning in 1998. Mr. Magee has over 37 years combined experience in sales, marketing, and operational management, and has held positions of increasing responsibility within the Bridgestone/Firestone family of companies during his 37-year tenure with Bridgestone/Firestone. The retail leadership expertise reflected in Mr. Magee’s summary, including his performance as the chief executive officer and as a board member for divisions of another company, as well as his participation on our Board, supported the Board’s conclusion that he should again be nominated as a director.		January 2005
Ann D. Murtlow		52		Mrs. Murtlow was nominated to our Board of Directors effective February 20, 2013. Mrs. Murtlow was identified as a potential candidate for our board of directors by our Chairman, who was familiar with Mrs. Murtlow’s experience and background from past working relationships. Effective April 1, 2013, Mrs. Murtlow became the Chief Executive Officer of United Way of Central Indiana. Prior to assuming this role, she was the principal in a consulting firm, AM Consulting LLC, which provided business strategy and leadership consulting to businesses, non-profit organizations and academic institutions. From 2002 – 2011, Mrs. Murtlow was an AES Corporation executive and became one of the few female CEO’s in the electric utility industry, holding the role of President and Chief Executive Officer at Indianapolis Power & Light Company. Mrs. Murtlow also currently serves as a Director of First Internet Bancorp, Great Plains Energy, and Herff Jones. The financial and strategic leadership experience reflected in Mrs. Murtlow’s summary, as well as her service on the boards of other public and private companies, supported the Board’s decision to nominate her as a director.		February 2013
Scott K. Sorensen		51		Mr. Sorensen is the Chief Financial Officer and a member of the Board of Directors of Sorenson Communications, a provider of communication services and products; he has held the position of Chief Financial Officer since August 2007. Previously, Mr. Sorensen was the Chief Financial Officer of Headwaters, Inc. from October 2005 to August 2007. Prior to joining Headwaters, Mr. Sorensen was the Vice President and Chief Financial Officer of Hillenbrand Industries, Inc., a manufacturer and provider of products and services for the health care and funeral services industries, from March 2001 until October 2005. Mr. Sorenson’s financial expertise and experience in corporate finance, combined with his experience in manufacturing commerce, as reflected in his summary, and his participation on our Board, supported the Board’s conclusion that he should again be nominated as a director.		March 2005

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.

Meetings of the Board of Directors, its Leadership Structure and its Committees

Information concerning the Board and the three standing committees maintained by the Board is set forth below. Board committees currently consist only of directors who are not associates of the Company and whom the Board has determined are “independent” within the meaning of the listing standards of the NYSE.

During 2012, our Board held four regularly scheduled meetings, and also held six special meetings in connection with the Company’s acquisition of Walker Group Holdings (as described in the Company’s regular periodic filings throughout 2012) and the Company’s acquisition of certain assets offered for sale by the Beall Corporation as part of Beall’s bankruptcy proceedings filed in 2012 (as described in the Company’s Form 10-K filing on February 28, 2013). In 2012, each nominee director attended all meetings of the Board and of the committees on which he serves. Our Board strongly encourages all of our directors to attend our Annual Meeting. In 2012, all of our directors serving on the Board as of May 17, 2012 attended the Annual Meeting.

The Guidelines provide that the independent members of the Board may select the Chairman of the Board and the Company’s Chief Executive Officer in the manner they consider in the best interests of the Company. The Chairman of the Board and Chief Executive Officer positions are held by separate persons, and we believe that this structure is appropriate given the differences between the two roles in our current management structure. Our Chief Executive Officer, among other duties, is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board, among his other responsibilities, presides at the executive sessions of our independent and non-management directors and facilitates communication between our independent directors and management. The Board does not have a formal policy on whether the roles of Board Chairman and Chief Executive Officer should be separate or combined and reserves the right to change the Board’s current leadership structure when, in its judgment, such a change is appropriate for our Company.

The Board has three standing committees: the Nominating and Corporate Governance Committee; the Compensation Committee; and the Audit Committee. All committee charters can be accessed electronically from the Investor Relations/Corporate Governance page of our website at www.wabashnational.com or by writing to us at Wabash National Corporation, Attention: Corporate Secretary, 1000 Sagamore Parkway South, Lafayette, Indiana 47905.

The following table indicates each standing committee or committees on which our directors served in 2012:

Name

Nominating and Corporate Governance Committee

Compensation Committee

Audit Committee

Richard J. Giromini

Dr. Martin C. Jischke

X

X

James D. Kelly

X1

X

John E. Kunz

X

X

Larry J. Magee

X

X1

Scott K. Sorensen

X

X1

Effective in 2013, and continuing if all of the nominees for election at the 2013 Annual Meeting are elected, the directors serving on the Nominating and Corporate Governance Committee are Mrs. Murtlow and Messrs. Kelly and Magee, with Mr. Magee serving as chair; the directors serving on the Compensation Committee are Dr. Jischke, Mrs. Murtlow and Messrs. Kelly, Kunz, Sorensen and Magee, with Mr. Kunz serving as chair; and the directors serving on the Audit Committee are Dr. Jischke, and Messrs. Sorensen and Kunz, with Mr. Sorensen serving as chair.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee met three times during 2012. The Committee’s responsibilities include:

In December 2010, the Committee retained Meridian Compensation Partners LLC (“Meridian”) as its independent consultant with regard to director compensation. At the request of the Committee, Meridian developed a director compensation competitive market assessment and recommended adjustments to director compensation levels consistent with the Company’s peer group, as identified by Meridian and adopted by the Compensation Committee. Meridian and the Committee developed a three-year plan, beginning in 2011, for implementing Meridian’s recommended adjustment. For 2013, the Committee has recommended implementing the final phase of the adjustments recommended by Meridian in its December 2010 assessment. Such adjustments will not take effect until March 1, 2013, and any such adjustments will be made concomitantly with any adjustments approved by the Compensation Committee relating to executive officer compensation. See Schedule of 2013 Director Fees.

Compensation Committee

The Compensation Committee met five times during 2012. The Compensation Committee’s responsibilities include:

The Compensation Committee is responsible for determining our compensation policies for executive officers and for the administration of our equity and incentive plans, including our 2011 Omnibus Incentive Plan. The Compensation Committee works closely with our Senior Vice President of Human Resources in gathering the necessary market data to assess executive compensation. In addition, our CEO makes recommendations to the Compensation Committee for the other executive officers on the amount of base salary, target cash awards pursuant to our short-term incentive plan and target equity awards pursuant to our long-term incentive plan. Our CEO also discusses with and makes recommendations to the Compensation Committee regarding performance targets for our short-term and long-term incentive plans before they are established, and upon conclusion of the performance period. For a discussion of our CEO’s role and recommendations with respect to compensation decisions affecting our Named Executive Officers, as set forth in the Summary Compensation Table, see the Compensation Discussion and Analysis below. Pursuant to the Compensation Committee’s charter, the Committee may form and delegate to subcommittees of the Committee its responsibilities.

The Compensation Committee has historically engaged an independent compensation consultant. The Committee has retained Meridian as its independent compensation consultant and requested Meridian provide a competitive market assessment regarding executive officer compensation, to be used by the Committee in determining the appropriate executive compensation levels for 2012 and 2013, in line with the Company’s compensation plans, philosophies and goals.

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Audit Committee

The Board has established a separately-designated standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Audit Committee met nine times during 2012. In addition to the Board’s determination that each member of the Audit Committee is “independent” within the meaning of the rules of the NYSE, the Board also determined that Mr. Kunz and Mr. Sorensen are “audit committee financial experts” as defined by the SEC, and that they have accounting and related financial management expertise within the listing standards of the NYSE. The experience of Mr. Kunz and Mr. Sorensen relevant to such determination is described above under “Information on Directors Standing for Election.”

The Audit Committee’s responsibilities include:

Board’s Role in Risk Oversight

The Board believes that strong and effective internal controls and risk management processes are essential elements in achieving long-term stockholder value. The Board, directly and through its committees, is responsible for overseeing risks potentially affecting the Company, while management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company. The Board conducts oversight of risks that may affect the Company primarily through the Audit Committee and the Nominating and Corporate Governance Committee.

Specifically, the Audit Committee (i) reviews with senior management our internal system of audit and financial controls and steps taken to monitor and mitigate risk exposure and (ii) reviews and investigates any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct as required in the policies of the Company. This is accomplished through the regular review of reports and presentations given by senior management, including our Senior Vice President — Chief Financial Officer and our Senior Vice President — General Counsel, as well as our Corporate Controller and Director of Internal Audit. In addition, the Audit Committee regularly meets with our external auditors to discuss and assess potential risks, and regularly reviews our risk management practices and risk-related policies (for example, the Company’s Code of Business Conduct and Ethics, information security policies, risk management and insurance portfolio, and legal and regulatory reviews).

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The Nominating and Corporate Governance Committee oversees the Guidelines and other governance matters that contribute to successful risk oversight and management. This is accomplished through, among other tasks, reviewing succession plans and performance evaluations of the Board and CEO, monitoring legal developments and trends regarding corporate governance practices, and evaluating potential related persons transactions.

The committees make full reports to the Board of Directors at each quarterly meeting regarding each committee’s considerations and actions. The Board of Directors also receives regular reports directly from officers responsible for oversight of financial and systemic risks within the Company, on both the nature of those risks and on how the officers assess and manage risks generally. The Company holds quarterly disclosure committee meetings prior to the submission of quarterly or annual reports on the financial performance of the Company at which areas of risk are discussed, and reports to the Audit Committee on the results of those meetings. In addition, the Company’s Director of Internal Audit conducts regular interviews with officers responsible for oversight of financial and systemic risks within the Company, as well as testing regarding the same, and reports the results of those interviews to the Board on at least a quarterly basis.

The Board of Directors, primarily through the Compensation Committee, also considers the structure and nature of the Company’s compensation policies and procedures, with a focus on the level of risk to the Company, if any, from those policies and procedures. In carrying out its oversight in this area, the Board of Directors and Compensation Committee have regular interaction with the Senior Vice President of Human Resources. The Senior Vice President of Human Resources reviews with them the Company’s pay practices for salaried associates, including the Company’s compensation plans and the methods of review and approval for these plans. Based on reports to the Board of Directors and Compensation Committee and discussions thereof, the Board of Directors has concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. This is due, in part, to the fact that the performance metrics for determining short-term incentive awards are based on publicly reported metrics and, therefore, are not easily susceptible to manipulation; the maximum payouts for short-term incentive awards are capped, thereby reducing the risk that executives might be motivated to pursue excessively high short-term goals to maximize short-term payouts; and, the maximum number of long-term incentive awards that are performance based are also capped. In addition, the Company’s stock ownership guidelines incentivize our executives to focus on the Company’s long-term, sustainable growth.

Director Nomination Process

The Nominating and Corporate Governance Committee will consider stockholder recommendations for director nominees sent to the Nominating and Corporate Governance Committee, Wabash National Corporation, Attention: Corporate Secretary, 1000 Sagamore Parkway South, Lafayette, Indiana 47905. Stockholder recommendations for director nominees should include:

Stockholders’ nominees that comply with the procedures for submitting a stockholder nomination will receive the same consideration as other candidates identified by or to the Nominating and Corporate Governance Committee. The procedures for submitting a stockholder nomination are set forth below under “Stockholder Proposals and Nominations.” Upon receipt by the Corporate Secretary of a stockholder notice of a director nomination, the Corporate Secretary will notify the stockholder that the notice has been received and will be presented to the Nominating and Corporate Governance Committee for review.

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Identifying and Evaluating Nominees for Directors

The Nominating and Corporate Governance Committee, with the assistance of the General Counsel and, as needed, a retained search firm, will screen candidates, perform reference checks, prepare a biography for each candidate for the Nominating and Corporate Governance Committee to review and conduct interviews. The Nominating and Corporate Governance Committee, the Chairman, and the Chief Executive Officer will interview candidates that meet the criteria. The Nominating and Corporate Governance Committee will recommend to the Board of Directors nominees that best suit the Board’s needs.

Communications with the Board of Directors

Stockholders or other interested persons wishing to make known complaints or concerns about our accounting, internal accounting controls or auditing matters, or bring other concerns to the Board or the Audit Committee, or to otherwise communicate with our independent directors as a group or the entire Board, individually or as a group, may do so by sending an email to board@wabashnational.com or auditcommittee@wabashnational.com, or by writing to them care of Wabash National Corporation, Attention: General Counsel, 1000 Sagamore Parkway South, Lafayette, Indiana 47905.

Pursuant to the direction of the Board, all correspondence will be received and processed by the General Counsel’s office. You will receive a written acknowledgment from the General Counsel’s office upon receipt of your written correspondence. You may report your concerns anonymously or confidentially. All communications received in accordance with the above procedures will be reviewed initially by the General Counsel, who will relay all such communications to the appropriate director, directors or committee.

Director Compensation

Non-employee Directors were compensated in 2012 for their service as a director as shown in the chart below:

Schedule of 2012 Director Fees
December 31, 2012

		Amount
Annual Retainers(1)
Board		$	100,000	(2)
Chairman of the Board			15,000
Audit Committee Chair			12,000
Nominating and Corporate Governance Committee Chair			8,000
Compensation Committee Chair			8,000
Per Meeting Fees
Personal Attendance at Board and Committee Meetings			1,800
Telephonic Attendance at Board and Committee Meetings			900

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At the February 2013 Board meeting, the Board resolved that, effective March 1, 2013, and concomitant with any increase in base salary compensation to executive officers, compensation for the Non-employee Directors shall be as follows (with the exception of the annual grant of restricted shares of Company stock, which shall be paid following the election of directors at the annual meeting):

Schedule of 2013 Director Fees
Effective March 1, 2013

		Amount
Annual Retainers(1)
Board		$	115,000	(2)
Chairman of the Board			15,000
Audit Committee Chair			12,000
Nominating and Corporate Governance Committee Chair			8,000
Compensation Committee Chair			8,000
Per Meeting Fees
Personal Attendance at Board and Committee Meetings			1,800
Telephonic Attendance at Board and Committee Meetings			900

The following table summarizes the compensation paid to our directors during 2012, other than Mr. Giromini, whose compensation is discussed below under Executive Compensation.

Director Compensation for Year-End
December 31, 2012

Name		Fees Earned or Paid in Cash (1) ($)				Stock Awards (2) ($)				All Other Compensation (3) ($)				Total ($)
Martin C. Jischke		$	82,400			$	60,000				—			$	142,400
James D. Kelly		$	69,100			$	60,000				—			$	129,100
John E. Kunz		$	61,365			$	60,000			$	5,127			$	126,492
Larry J. Magee		$	33,550			$	60,000			$	37,474			$	131,024
Ann D. Murtlow(4)			—				—				—				—
Scott K. Sorensen		$	79,400			$	60,000				—			$	139,400

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Non-employee Director Stock Ownership Guidelines

The Board believes that it is important for each director to have a financial stake in the Company such that the director’s interests align with those of the Company’s stockholders. To meet this objective, the Board has established stock ownership guidelines. The guidelines provide that each Non-employee Director is required to hold sixty-five percent (65%) of all Company shares received through Company incentive compensation plans until the Non-employee Director achieves a target ownership level equal to five (5) times the Non-employee Director’s total Annual Board Retainer (cash and equity). For purposes of calculating target ownership levels, the following types of Company shares are counted: stock owned by the Non-employee Director; vested or unvested restricted stock and restricted stock units; and performance shares deemed earned, but not yet vested. Non-employee Directors are required to comply with the guidelines immediately upon his/her appointment as a director, however, they may tender shares to pay taxes upon vesting of shares and/or the exercise price upon stock option exercise. As of December 31, 2012, all Non-employee Directors meet the guidelines.

Other

The Company reimburses all directors for travel and other reasonable, necessary business expenses incurred in the performance of their services for the Company and extends coverage to them under the Company’s travel accident and directors’ and officers’ liability insurance policies. In addition, the Company allocates to each director an annual allowance of $5,000 to reimburse costs associated with attending continuing education courses related to Board of Directors service.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% stockholders to file reports of ownership of our equity securities. To our knowledge, based solely on our review of the copies of such forms furnished to us in 2012 and written representations from our executive officers and directors, we believe that, excluding late form 4 filings reporting annual equity awards to our Named Executive Officers (restricted stock units, performance units and non-qualified stock options) and Board of Directors in May 2012 (annual restricted stock awards) (one late form each by Rodney P. Ehrlich, Bruce N. Ewald, Richard J. Giromini, Martin C. Jischke, James D. Kelly, John E. Kunz, Timothy J. Monahan, Larry J. Magee, Erin J. Roth, Scott K. Sorensen, and Mark J. Weber), all Section 16(a) filing requirements of our directors and executive officers were met.

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Beneficial Ownership of Common Stock

The following table sets forth certain information as of March 28, 2013 (unless otherwise specified), with respect to the beneficial ownership of our Common Stock by each person who is known to own beneficially more than 5% of the outstanding shares of Common Stock, each person currently serving as a director, each nominee for director, each Named Executive Officer (as defined in the Compensation Discussion & Analysis below), and all directors and executive officers as a group:

NAME AND ADDRESS OF BENEFICIAL OWNER		SHARES OF (1) COMMON STOCK BENEFICIALLY      OWNED				PERCENT OF CLASS
Black Rock, Inc. and affiliates 40 East 52nd Street New York, New York 10022			7,247,383	(2)			10.6	%
Wells Fargo & Company. 420 Montgomery Street San Francisco, California 94104			5,427,923	(3)			8.2	%
Columbia Management Investment Advisors, LLC. 225 Franklin Street Boston, Massachusetts 02110			5,151,722	(4)			7.5	%
Franklin Advisory Services, LLC. One Parker Plaza, 9th Floor Fort Lee, New Jersey 07024			5,077,940	(5)			7.4	%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355			3,534,702	(6)			5.2	%
Rodney P. Ehrlich			148,256	(7)			*
Bruce N. Ewald			132,890	(8)			*
Richard J. Giromini			659,986	(9)			*
Martin C. Jischke			70,524				*
James D. Kelly			48,038				*
John E. Kunz			13,173				*
Larry J. Magee			70,530				*
Timothy J. Monahan			67,106	(10)			*
Ann D. Murtlow			0				*
Erin J. Roth			50,481	(11)			*
Scott K. Sorensen			61,630				*
Mark J. Weber			108,958	(12)			*
All executive officers and directors as a group (12 persons)			1,486,322	(13)			2.17	%

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Executive Compensation

Compensation Discussion and Analysis

The Board of Directors and the Company recognize that our stockholders should have as much trust in the integrity of the Company’s executive compensation process as our customers have in the quality of our products. We place tremendous effort and rigor into our executive compensation processes. We strive to be fair and reasonable while simultaneously aligning the interests of our stockholders and the executives who have been entrusted to lead the Company.

The following compensation discussion and analysis provides information regarding the objectives and elements of our compensation philosophy and policies for the compensation of our President and Chief Executive Officer, Mr. Giromini; our Chief Financial Officer, Mr. Weber; and our three other most highly-compensated executive officers in 2012: Mr. Ehrlich, our Senior Vice President — Chief Technology Officer; Mr. Monahan, our Senior Vice President — Human Resources; and Ms. Roth, our Senior Vice President — General Counsel and Secretary. We refer to these five individuals collectively as our Named Executive Officers, or NEOs.

Executive Summary

Fiscal 2012 Performance Review

During 2012, the Company significantly improved upon results of 2011, demonstrating profitability and strong financial results following the acquisition of Walker Group Holdings and our concerted efforts to improve margins through product pricing and recapture of lost margins experienced during the previous years’ downturn. The following table illustrates the Company’s growth in 2012 in terms of revenue and net income, as well as our stock price relative to performance in 2011.

		2012				2011				Change ($)				Change (%)
Revenue		$	1.46 billion			$	1.19 billion			$	0.27 billion				+ 22.7%
Income (before income tax)		$	70.39 million	(1)		$	19.35 million			$	51.04 million				+ 263.8%
Net Income (U.S. GAAP)		$	105.6 million	(1)		$	15.0 million			$	90.6 million				+ 604.0%
Stock Price per Share at Fiscal Year-End (December 31)		$	8.97			$	7.84			$	1.13				+ 14.4%

Pay for Performance Review and Analysis

Pay for performance is an important component of our longstanding compensation philosophy. Our compensation approach is designed to motivate our executives, including our NEOs, to substantially contribute individually and collectively to the Company’s long-term sustainable growth. The following chart shows the direct and indirect components of our compensation system.

Wabash National Corporation Executive Compensation Design
Total Direct Compensation						Total Indirect Compensation
Short-Term Compensation				Long-Term Compensation		All Other Compensation
Base Salary		2012 Short Term Incentive Plan		2012 Long Term Incentive Plan
Fixed cash component		Annual cash award for achievement of current-year financial and operational goals.		Equity awards designed to attract and retain quality executive management, and align NEO interests with those of the Company’s stockholders.		Deferred compensation benefits; Perquisites; Additional benefits payable upon a change-in-control event or severance without Cause.

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As NEOs assume greater responsibility within the Company, our pay-for-performance philosophy provides that: (1) a larger portion of the NEOs total compensation should be “at risk” in the form of short-term and long-term incentive awards, and (2) a larger portion of the overall incentive or “at risk” awards should be focused on long-term awards, to drive sustainable stockholder value. As such, in 2012, the total amount of compensation classified as “at risk” for our NEO’s (at “Target” performance levels) ranged from approximately 61% to 79% of each NEO’s Total Direct Compensation. As shown on the next page, approximately 79% of our CEO’s Total Direct Compensation (at “Target” performance levels) in 2012 is classified as “at risk.”

In 2012, an example of our pay for performance philosophy was specifically reflected in our payouts to the NEO’s under our 2012 Short Term Incentive Plan (“STI Plan”). Notwithstanding the strong operational achievements of the Company and our NEOs in 2012, under our STI Plan we did not achieve the robust net working capital target that we set for the year and achieved results slightly below target for our operating income target for the year. (See pg. 27 for a complete discussion of our STI Plan and results). As a result, even with our strong performance, each of our NEOs received STI Plan payouts of approximately 71.6% percent of his or her respective target, reflecting our philosophy that compensation should be directly tied to Company performance achievements.

Our 2012 Say-on-Pay Vote

The Compensation Committee carefully considered the results of the Company’s “Say on Pay Vote” taken by stockholders at its 2012 Annual Meeting, and the Committee plans to continue to carefully consider the results of this vote each year. At the 2012 Annual Meetings, approximately 92% of the stockholder votes cast on the proposal were cast in favor of the resolution stating that the stockholders “approve the compensation of Wabash National’s executive officers.” The Compensation Committee believes that the level of support indicated by those votes reflects favorably on the Company’s executive compensation system, which emphasizes “pay for performance,” even in the highly cyclical industry in which Wabash National operates.

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2012 Compensation Overview

Compensation Objectives

At Wabash National, we aspire to provide ever increasing value to all of our stakeholders, including customers, stockholders, associates, suppliers and our community. To achieve this aspiration, our business strategy includes:

Execution of our strategy is expected to create a sustainable business that rewards our customers, our associates and our stockholders. Wabash National’s compensation program is designed to motivate our NEOs and other salaried associates to execute our business strategies and strive for higher company performance, while maintaining our core values of safety, customer satisfaction, product quality, best-in-class service, continuous improvement, product innovation, and ethical, trustworthy business practices.

The Compensation Committee (the “Committee”) is responsible for implementing our executive compensation policies and programs and works closely with management, in particular our Senior Vice President of Human Resources, in assessing appropriate compensation for our NEOs. To assist in identifying appropriate levels of compensation, the Committee has engaged the services of Meridian for assistance in 2012 and 2013 compensation plan design, providing compensation market data, and general review and advice regarding our compensation disclosures. More information on the Committee’s processes and procedures can be found above in “Compensation Committee.”

Philosophy and Objectives of Wabash National Compensation Program

Our overall compensation philosophy is to provide compensation packages to our executives, including our NEOs, that are competitive with those of executives of similar status in the engineered components and machinery industries while at the same time keeping our compensation program equitable, straightforward in structure, and reflective of our overall Company performance. Although Wabash National’s compensation program applies to most salaried associates, this Proxy Statement focuses on its applicability to our NEOs. In implementing this philosophy, we award compensation to meet our three principle objectives: aligning executive compensation with our Company’s annual and long-term performance goals; using equity-based awards to align executive and stockholder interests; and setting compensation at levels that assist us in attracting and retaining qualified executives. In the past several years — including 2012 — several of our executives have been compensated below market levels, in part due to the Company’s financial challenges in the past several years. However, we continue to strive to bring our executive compensation in line with that of executives at similar companies as part of our continued efforts to retain quality leadership for the company.

We seek to accomplish these objectives through a compensation structure that includes base salary, annual (or, occasionally, longer term) cash incentives, and long-term equity awards. To align the incentive components of our compensation program with Company performance, we choose simple, transparent, and consistently communicated metrics that align compensation to our business strategies and our stockholders’ interests. Additionally, we utilize a mix of these compensation components to meet the following goals: (1) attract, retain, and motivate high-caliber executives; (2) as the responsibility of an associate/executive increases within the Company, place a larger portion of total compensation “at-risk,” with an increasing portion tied to long-term incentives; (3) provide the appropriate level of reward for performance; (4) recognize the cyclical nature of our primary truck-trailer business and the need to manage shareholder value through the business cycle by managing compensation levels and components; (5) provide stockholder alignment by encouraging NEOs to be long-term stockholders of Wabash National; (6) structure compensation programs to meet the tax deductibility criteria in the U.S. Internal Revenue Code when practicable; and (7) structure the compensation program to be regarded positively by our stockholders and associates, but to provide the Compensation Committee with the flexibility needed to satisfy all of these listed goals.

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In evaluating our compensation programs — with the assistance of Meridian — the Compensation Committee continues to believe our executive compensation programs encompass several “best practices” including:

The Compensation Committee believes that the Company’s existing executive compensation programs continue to be the most appropriate for the Company and most effective in not only rewarding executives for Company performance, but also aligning executive interests with long-term stockholder interests. The Committee will continue to analyze our executive compensation policies and practices and adjust them as appropriate to reflect our performance and competitive needs, while always incorporating our longstanding philosophies of paying for performance, supporting business strategies, and paying competitively — on the belief that these philosophies will continue to attract and retain quality business leaders, and will drive our NEOs and other salaried associates to produce sustainable, positive results for Wabash National and its stockholders.

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Compensation Elements of Wabash National’s Compensation Program

Each component of Total Direct Compensation and Total Indirect Compensation within Wabash National’s compensation program is summarized in the table below:

Component		Purpose		Characteristics		Where Reported in the Executive Compensation Tables
Base Salary		Provide our executives with a portion of compensation that is fixed and liquid, based on competitive market assessments, responsibility level, experience, and individual performance.		Fixed cash, competitively assessed against our peer group, while also considering an individual’s performance and scope of responsibilities, experience, time in position, and internal equity considerations.		Summary Compensation Table — “Salary” column
Discretionary Bonus Awards		Infrequently granted; recognizing special circumstances — including awards for exceptional performance or retention of critical business leaders during periods of business transition.		For exceptional performance, fixed awards made upon the recommendation of the CEO or the Compensation Committee and approved/granted at the discretion of the Committee. For retention awards, conditioned on associate’s agreement to maintain employment with the Company until a future date-certain (the “Retention Period”), and associate’s agreement to a non-compete for a period of time following the Retention Period.		Summary Compensation Table — “Bonus” column
Short Term Incentive Award		Reward for the achievement of annual financial and related goals, reflecting increased profitability through operating efficiencies and asset management during the year.		A “Target” STI Award is designed to provide incentive cash compensation competitive with our peer group at both the corporate and business segment levels, thus not only reflecting overall Company performance, but the contributions of each business segment to the Company’s financial performance.		Summary Compensation Table — “Non-Equity Incentive Plan Compensation” column    Grants of Plan-Based Awards table — “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column

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Component		Purpose		Characteristics		Where Reported in the Executive Compensation Tables
Long Term Incentive Award		Reward for the creation of stockholder value as reflected by our stock price over time. Awarded for the purposes of attracting and retaining quality executive management.		Award is delivered through a combination of Performance Stock Units, Restricted Stock Units and Non-qualified Stock Options. The ultimate value of the award depends upon our stock price, but the base level and “Target” LTI Awards are designed to provide incentive compensation competitive with our peer group.		Summary Compensation Table — “Stock Awards” and “Options Awards” columns    Grants of Plan-Based Awards table — “Estimated Possible Payouts Under Equity Incentive Plan Awards,” Stock, and Options columns    Outstanding Equity Awards at Fiscal Year-End table    Option Exercises and Stock Vested table
Perquisites		Provide our executives with selected benefits less than or commensurate with those provided to executives at our peer group companies.		While limited relative to many other peer category companies, these include benefits that personally benefit the associate, are not related to job performance, and are available to a select group of associates, which includes, but is not limited to, the NEOs.		Summary Compensation Table — “All Other Compensation” column
Retirement Benefits		Provide income upon retirement		A 401(k) plan, on which the Company has partially matched associate contributions, when the performance of the Company has allowed.		Summary Compensation Table — “All Other Compensation” column
Deferred Compensation Benefits		Allow executives to defer compensation on a tax-efficient basis; potentially provide income upon retirement		Non-qualified deferred compensation plan where a select group of associates, which includes, but is not limited to, the NEOs, can elect to defer base salary and/or STI Awards. The Company has partially matched associate contributions, when the performance of the Company has allowed.		Summary Compensation Table — “All Other Compensation” column    Non-Qualified Deferred Compensation table
Potential Payments Upon Change in Control		Encourages executives to operate in the best interests of stockholders both before and after a Change in Control event		Contingent in nature; most elements triggered/payable only if an NEO’s employment is terminated as specified under the Company’s Change in Control Plan.		Potential Payments on Termination or Change in Control Payment and Benefits Estimate table
Other Potential Post-Employment Payments		Provide potential payments under scenarios of death, disability, termination without cause, and voluntary separation		Contingent in nature; amounts are payable only if an NEO’s employment is terminated as specified under the arrangements of various plans or insurance policies		Potential Payments on Termination or Change in Control Payment and Benefits Estimate table

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Compensation Methodology and Process

Independent Review and Approval of Executive Compensation

The Compensation Committee, consisting of only independent members of the Board, is responsible for reviewing and approving the Wabash National compensation program, particularly the corporate goals and objectives related to compensation for the majority of salaried associates. The Committee evaluates the NEOs’ performance in relation to the established goals and ultimately approves the compensation for the NEOs after evaluating their compensation packages. See the “Compensation Committee” section of this Proxy Statement for a detailed listing of the Committee responsibilities and members.

The Committee exercises its independent judgment when approving executive compensation, and no member of the Committee is a former or current officer of Wabash National or any of its subsidiaries. As noted earlier, the Committee works with management and the Committee’s independent compensation consultant, Meridian, in assessing compensation plan design and the appropriate compensation for our NEOs. In reviewing competitive market data discussed with management and Meridian, the Committee does not specifically “benchmark” or target to pay a certain percentage or level of compensation to the NEOs. Rather, the Committee considers competitive market data as one significant factor in setting pay levels and amounts. The Committee realizes that competitive alternatives vary from individual to individual and may extend beyond equivalent positions in our industry or at other publicly-traded or similarly-situated companies. Consistent with our compensation objectives, the Committee retains the flexibility to also consider subjective factors, such as each executive’s contributions to our corporate performance, complexity and importance of roles and responsibilities, position tenure, and leadership and growth potential. When determining long-term incentive compensation, the Compensation Committee also considers the cost of the plan to the Company and present and future availability of shares under our equity plans.

The Committee periodically reviews approved compensation plans and levels to ensure continued alignment with our business strategy, the Company’s performance, and the interest of our associates and stockholders. In addition, the Committee periodically reviews market practices for all elements of executive compensation and approves necessary adjustments to remain competitive. In part due to the Company’s financial challenges in the past several years, compensation to the Company’s NEOs over the past three years has been below market levels, but the Committee remains committed to bringing our executive compensation in line with that of executives at similar companies as part of our continued efforts to retain quality leadership for the company.

The Nominating and Corporate Governance Committee directs an annual evaluation of the CEO, and provides the results of the evaluation to the Compensation Committee for the Compensation Committee to use in making its decision whether to renew the CEO’s employment agreement, as well as setting and approving the CEO’s compensation each year.

While the Committee does independently determine and approve the CEO’s compensation each year, it relies on the input of the CEO in setting compensation for the other NEOs. (In addition, as noted on page 19, the Committee also carefully considers the results of voting on the annual non-binding “say-on-pay” proposal.) The CEO provides the Committee with an evaluation of each NEO’s performance, as well as his recommendations for changes to the NEOs’ base salaries (if any) and STI and LTI award levels. The Committee has the discretion whether to accept, reject or modify any of the CEO’s recommendations. The other NEOs are not present during these discussions.

The Role of the Compensation Committee’s Independent Compensation Consultant

As noted under the “Compensation Committee” section of this Proxy Statement, the Committee has retained Meridian, a national compensation consulting firm, to assist it in fulfilling its responsibilities and duties. Meridian reviewed the Company’s executive compensation program design and assessed our compensation approach relative to our performance, the market, and our market assessment peer group.

Specifically, Meridian’s engagement encompasses advisory services such as periodic review of executive compensation philosophy, a competitive assessment of executive compensation levels and “pay-for-performance” linkage, executive cash and broad-based equity incentive program design, review of the CEO’s employment agreement, and other ad hoc support. While the Committee considers input from Meridian, ultimately the Committee’s decisions reflect many factors and considerations, as discussed previously. Meridian works at the

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direction of, and reports directly to, the Compensation Committee. Management works with Meridian at the direction of the Committee to develop materials and analysis essential to the Committee’s compensation evaluations and determinations, such as competitive market assessments and peer group data. Meridian periodically conducts calls independently with the Chairman of the Committee to discuss compensation matters, and participates in executive sessions with Committee members to discuss compensation matters. Meridian does not provide any other services to Wabash National.

The Compensation Committee has analyzed the work of Meridian as a compensation consultant, taking into consideration all relevant factors, including the following factors: (i) the provision of other services to the Company by Meridian; (ii) the amount of fees from the Company paid to Meridian as a percentage of Meridian’s total revenue; (iii) the policies and procedures of Meridian that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the individual compensation advisors employed by Meridian have with an executive officer of the Company; (v) any business or personal relationship the individual compensation advisors employed by Meridian with any member of the Compensation Committee; and (vi) any stock of the Company owned by Meridian or the individual compensation advisors employed by Meridian. The Compensation Committee has determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Meridian and the individual compensation advisors employed by Meridian as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Meridian is independent pursuant to the independence standards set forth in the NYSE listing standards promulgated pursuant to Section 10C of the Exchange Act.

Peer Group Analysis and Compensation Market Data

To help assess the competitiveness of total compensation for each NEO, the Committee analyzed executive compensation against companies in our peer group. Wabash National has no direct competitors against which to benchmark its executive compensation and performance, as there are no other publicly traded companies engaged significantly in the business of truck-trailer manufacturing. As such, the companies in our peer group, indicated in the chart below, were selected because they are similar to Wabash National in sales volume, industry type, and market capitalization. For purposes of the 2012 review, the peer group recommended by Meridian included companies with revenues and market caps similar to those projected for Wabash National in 2012. The Committee reviews the peer group list annually to confirm that it continues to be an appropriate comparator group for NEO compensation, and makes adjustments as it deems appropriate. In 2012, it adjusted the peer group to include companies that more closely aligned with Wabash National’s projected 2012 revenues of $1.5 billion, and removed several companies from the 2011 peer group that no longer met this revenue target. The Committee believes this exercise is important because the availability of qualified executive talent is limited, and the design of our compensation program is important in helping us attract — and retain — qualified candidates by providing compensation that is competitive within the engineered components and machinery industry and the broader market for executive talent. The revenues listed below reflect those from fiscal year 2010, since that was the last reported comparative data available in December 2011, as the Committee reviewed and set the Company’s 2012 executive compensation programs.

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2012 Comparative Peer Group

Company		2010 Fiscal Year Revenue (in millions)				Market Cap (in millions)
Accuride Corporation		$	764.0			$	750.5
Actuant Corporation		$	1,160.5			$	1,351.0
Astec Industries, Inc.		$	771.3			$	734.0
Barnes Group		$	1,133.2			$	1,123.2
CLARCOR Inc.		$	1,011.4			$	2,050.7
Donaldson Company, Inc.		$	2,294.0			$	4,127.0
EnerSys		$	1,964.5			$	1,996.2
Federal SignalCorporation		$	726.5			$	426.2
Gardner Denver, Inc.		$	1,895.1			$	3,591.6
Graftech International Ltd.		$	1,007.0			$	2,886.2
IDEX Corporation		$	1,513.1			$	3,225.1
Modine Manufacturing Company		$	1,448.2			$	751.4
Nordson Corp.		$	1,041.6			$	2,651.1
Sauer Danfoss, Inc.		$	1,640.6			$	1,367.7
Smith AO, Corp.		$	1,489.3			$	1,745.8
Tecumseh ProductsCompany		$	933.8			$	241.2
TriMas Corporation		$	942.7			$	697.0
Wabtec Corporation		$	1,507.0			$	2,536.6
Woodward, Inc.		$	1,457.0			$	2,234.5

Direct Compensation Elements

The following information describes, in detail, each direct compensation element, including a discussion of performance metrics, where applicable. It is intended that this information be read in concert with the information provided in the tables that follow this Compensation Discussion and Analysis.

Base Salary

We believe that it is a necessity to provide our executives with a portion of compensation that is fixed and liquid, and we do this through base salaries. In addition, the Compensation Committee’s decisions on base salaries impact compensation tied to our short-term incentive plan because target awards are designed as a percent of base salary. In determining salary levels for each of our NEOs, the Committee takes into consideration factors such as fulfillment of job responsibilities, the financial and operational performance of the activities directed by each NEO, experience, time in position, and internal equity among the NEOs (other than the CEO). The Committee also considers each NEO’s current salary as compared to a salary range, as well as the salary practices of our peer group. In considering all of these factors, the Committee reviews a competitive market assessment provided to it by Meridian, which analyzes the pay practices at the peer group companies listed above.

Though the assessments provided by Meridian as early as 2010 demonstrated that several of the Company’s executives were compensated at levels significantly below “market median” levels, the Committee did not make significant adjustments to most executive compensation levels until July 2012. The Committee did not do so, wishing to be cautious in light of the financial performance of the Company in 2008, 2009 and 2010.

In setting base salaries effective in July 2012, the Committee noted — in light of largely stagnant or reduced base salaries for most NEO’s in each of the previous three years — it would need to consider significant adjustments in base salary for some NEOs to attempt to remain competitive with the peer group market assessment data provided to the Committee by Meridian. Notwithstanding the adjustments made by the Committee, however, the base salaries and total compensation packages for all NEOs remain “below market” in comparison to the Company’s peer group. For example, approved base salaries in 2012 for our CEO, CFO and General Counsel remain approximately 8%, 14% and 14% below market median levels, respectively, as compared to the Company’s peer group. The Committee intends to continue to monitor market trends in the future and progress towards alignment of the Company’s executive compensation levels with market medians.

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Discretionary Bonus Awards

Discretionary bonus awards are granted infrequently, upon recommendation of the CEO and at the discretion and approval of the Committee. These awards are granted outside of the Company’s approved STI/LTI Plans, and are intended to be awarded only in special circumstances — including to award exceptional performance by a member of management or to retain critical business leaders during periods of business transition or change. There were no discretionary bonus awards paid to NEOs in 2012. In 2011, Ms. Roth received a one-time discretionary bonus as a result of her fulfillment of the terms of a retention agreement executed between Ms. Roth and the Company in 2009.

Short-Term Incentive Plan

Our short-term incentive plan, or STI Plan, is designed to reward participants for meeting or exceeding financial and other performance goals during a calendar year, and is available to NEOs, as well as other executives and key associates. If STI Plan targets are met, participants receive a cash bonus. The STI Plan motivates our NEOs to achieve goals that we believe are consistent with our current overall goals and strategic direction. We believe that the use of our selected performance goals provides our executives with an equitable message that when the Company does well, so do they. We also believe that achievement of these current overall goals and strategic direction will translate into long-term success for the Company and increased stockholder value. In short, we pay for performance — we should pay higher compensation when our management team achieves our predetermined goals, and lower compensation when it does not. The following factors are used to calculate the amount of the STI award actually paid to NEOs: Base salary earnings; Target STI Rate, as described below under Approval of STI Rates, and Wabash National’s operating performance against the STI metrics, as described below under Performance Metrics for STI. The STI Plan awards are made pursuant to 2011 Omnibus Incentive Plan, which was last approved by our stockholders at the May 2011 Annual Meeting. Individual STI payouts cannot exceed the maximum as established in the approved plan.

Performance Metrics for the 2012 STI Plan

For 2012, focusing on the growth of both the Company’s core truck-trailer business and its diversified product lines — including Wabash Composites and the Walker Group tank trailer products — as well as capturing higher profit margins across all product lines, the Committee established Operating Income (before deductions for the earned/payable STI awards) and Net Working Capital as the performance metrics used in the calculation of STI awards. The Committee deemed these metrics appropriate for the short-term focus and business goals of the Company, as both provided clear and easily measurable goals for Plan participants.

In addition to the performance metrics, participants in the STI Plan also had to meet or exceed personal performance criteria reviewed during the Company’s associate performance review process, to be eligible to receive a STI Award.

For those participants in the STI Plan who are employed at the corporate level of the Company (which includes the NEOs), payout under the STI Plan was contingent upon the achievement of pre-determined targets of Operating Income and Net Working Capital for Wabash National. Each performance metric was independent of the other in calculating whether corporate-level STI Plan participants would earn a STI Award, with 75% of the total STI Award dependent upon achievement of the Operating Income targets, and 25% upon achievement of the Net Working Capital targets. Those targets, as well as Wabash National’s actual performance results, are listed in the table below under “2012 Performance Results for STI.” For those participants in the STI Plan who are employed at the business unit level of the Company (see Note 14 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2012 for the listing of our operating segments), 30% of any award made under the STI Plan was contingent upon the achievement of these pre-determined Operating Income/Net Working Capital targets at the corporate level, with the remaining 70% of any such STI Plan award contingent upon the achievement of pre-determined Operating Income targets at each individual business unit level.

Approval of STI Rates

After review and consideration of peer group data and discussion with Meridian, the Committee approves target STI rates. In 2012, the target STI rates for our NEOs remained the same, with the exception of the rates for our CFO and General Counsel, which increased from 45% to 60% and 50% of base salary, respectively. These increases were made to more closely align the STI target rates for these officers to the median of the peer group,

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which the Compensation Committee determined was appropriate in light of the Committee’s objective to generally align compensation levels with those of our peer group. Our CEO’s target STI rate represents the rate set forth in his employment agreement, which the peer group data continues to indicate is an appropriate rate and consistent with the median. The Committee’s 2012 approved STI Rates for each NEO are set forth below:

		Target STI Rate
CEO			100	%
CFO			60	%
General Counsel			50	%
Other NEOs			45	%

2012 Performance Results for STI

Both the Operating Income and the Net Working Capital performance metrics under the STI Plan may be achieved at a threshold, target or maximum level. The threshold, target and maximum goals were based on various outcomes considered by the Compensation Committee, with the target amounts most closely approximating the Company’s operating budget approved by the Board. Because annual targets for performance goals are set at levels based on our expected financial performance for the year, the Committee believes that paying at 200 percent of a performance metric’s target for superior performance provides appropriate incentive to achieve outcomes clearly exceeding target expectations. The Committee further believes that threshold amounts represent sufficient performance — at 80% or greater of the approved operating budget — to warrant incentive compensation, and that a 50 percent potential payout is therefore appropriate for such an achievement level.

The Chart below details the goals necessary for the NEOs to achieve STI payout, as well as the Company’s actual performance results, calculated in accordance with the STI Plan:

(reported in millions, except for percentages)		Threshold				Target				Maximum				Actual
Net Working Capital (“NWC”) 25% of STI Award			</= 11%				= 10%				</= 9.5%				12.4%
Operating Income (“OI”) 75% of STI Award			$57.4				$71.8				$86.2				$70.5
Performance Payout			50%				100%				200%				0% - NWC 95.5% - OI

As noted above, while actual performance against either metric might exceed the listed “Maximum” performance levels, STI Plan Awards are capped at a maximum of 200% of the STI Award that can be earned for meeting “Target” performance levels. If the threshold level of performance for a particular goal is not achieved, the payout for that goal is zero. Actual performance payout is interpolated between the performance target levels set forth above, with the amount of the Total STI Award paid to the NEOs in 2012 calculated in two steps, as follows:

The STI Plan Awards paid to each NEO under the STI Plan are set forth in the Summary Compensation Table below, under footnote 3. The Committee did not exercise its authority to decrease or eliminate the NEO STI payouts for fiscal 2012.

As noted above, the STI Plan and the results for fiscal 2012 described above are also used to determine the STI award payouts to other STI Plan participants, which encompasses many of the Company’s salaried associates. For fiscal 2012, STI award payouts to the NEOs represented about 23% of the total amount of STI award payouts to all eligible STI Plan participants.

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Long-Term Incentive Plan

Our long-term incentive plan, or LTI Plan, is designed to reward our executives, including NEOs, for increasing stockholder value. It is also intended to be used as an attraction and retention tool in recruiting and promoting executive talent. Our stockholders receive value when our stock price increases, and by using equity-based awards our executives also receive increased value when our stock price increases. We believe that equity-based awards are an important part of an equitable structure because it is fair to our executives and to the Company that the level of rewards for our executives increase and decrease based on the return to stockholders. Similarly, equity-based awards represent our philosophy of having a straightforward structure by reminding executives that one of the best measures of long-term corporate success is increased stockholder value.

Approval of LTI Award Values

In 2012, the Committee approved LTI awards consisting of Restricted Stock Units (“RSUs”), Non-Qualified Stock Options (“NQO’s”), and Performance Stock Units (“PSUs”) — all awarded under the stockholder-approved 2011 Omnibus Incentive Plan. The Committee establishes LTI award grant values to the NEOs based on the following criteria: level of responsibility, individual performance, current market practices, peer group data, and the number of shares available under the 2011 Omnibus Incentive Plan. At the beginning of each year, after review and consideration of peer group data on target long-term incentives, the Committee approves the LTI award values and mix — generally at its first regularly-scheduled Committee meeting each year. The Committee has the discretion to increase or decrease the base-level award to distinguish an individual’s level of past performance, to deliver particular LTI value, or to reflect other adjustments as the Committee deems necessary. Other than for calculation of share availability, awards granted in previous years are generally not a factor in determining the current year’s award. Potential accumulated wealth is also not viewed as relevant in determining the current year’s LTI award since the ultimate goal of the award is to reward our executives for long-term increased stockholder value.

For valuation and reporting purposes, NQOs are “valued” at the binomial value of the option on the date of grant, and RSUs and one half of the PSUs are “valued” at the Company’s common stock price on the date of grant. The remaining half of the PSUs, which are only awarded upon achievement of Relative Total Shareholder Return metrics adopted by the Board, are valued using a Monte Carlo valuation model, and will not necessarily be valued at a price equal to the grant date price. To determine the number of awards the Committee approves for award to Plan participants at its yearly February meeting, the Committee estimates RSU/PSU/NQO grant-date values immediately prior to its meeting. The Committee calculates and approves the actual number of each type of award granted to each NEO by: (1) setting the overall LTI award value (generally, as a % of the NEO’s salary grade mid-point); (2) establishing the estimated grant date value to apply to each of the NQOs/PSUs/RSUs in the manner described above; and (3) dividing the overall LTI award value for each NEO by the estimated RSU/PSU/NQO grant-date values, to reach the targeted award mix (see LTI Award Mix below for a discussion of the 2012 approved LTI Award mix). In past years, to the extent necessary to manage share usage under our Omnibus Plans, the Committee would also adjust downward the actual number of awards granted to plan participants — including NEOs. This was done to achieve the desired maximum limit of all awards to be granted under an Omnibus Plan in a particular year.

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In 2012, after review and consideration of peer group data and discussion with Meridian, the Committee approved LTI award rates for LTI Plan participants, including the NEOs, as well as the salary mid-point values established for each of the Company’s salary grade levels, to determine the overall targeted LTI Award values. In 2012, the target LTI rates for our NEOs, other than our CEO, increased to the rates set forth below to more closely align the LTI target rates for these officers to the median of the peer group, which the Compensation Committee determined was appropriate in light of the Committee’s objective to generally align compensation levels with those of our peer group. Our CEO’s target LTI rate represents the rate set in 2011, and which the peer group data continues to indicate is an appropriate rate and consistent with the median. The Committee’s 2012 approved LTI award rates and salary mid-point values for each NEO are set forth below:

		2012 LTI Award Rate				2012 Salary Grade Mid-Point
CEO			200	%		$	733,000
CFO			100	%		$	360,000
General Counsel			100	%		$	325,000
Other NEOs			90	%		$	245,000

LTI Award Mix

In 2012, the Committee approved a targeted award mix of 30% RSUs, 35% NQOs and 35% PSUs. The Committee believes this is an appropriate mix to emphasize its goals of encouraging stock ownership in Wabash National, retaining NEOs in the long-term, and focusing NEOs on long-term growth in stockholder value. The general terms for each form of equity awarded to the NEOs in 2011 are listed below:

		PSUs		RSUs		NQOs
Performance Metrics		Relative Total Shareholder Return and Cumulative EBITDA Performance		None		None
Performance Period		Three years		None		None
Vesting Period		Earned awards vest in full on third anniversary of the grant date		Award vests in full on third anniversary of the grant date		Vest in approximately three equal installments over three years
Restrictions/Expiration		Earned only upon achievement of threshold performance metrics. Converted to Wabash National Common Stock upon vesting		Restricted until vesting date, at which time they convert to Wabash National Common Stock		Expire ten years from the grant date

In addition to the restrictions listed above, all awards granted to the NEOs pursuant to the Company’s equity compensation plans are subject to the Company’s Stock Ownership Guidelines, which are discussed on page 32. See the Grants of Plan Based Awards table and footnotes on pages 39 – 40 for more information on LTI awards delivered to the NEOs, as well as the terms of the awards.

As shown by the chart above, while the Committee awarded the RSUs and NQOs without the requirement to first attain certain performance goals, the Committee still views NQOs as performance-based awards, as Company executives will not realize any value from these awards without improving Company performance and increasing value to stockholders. Likewise, the Committee considers the PSUs (which will eventually convert to shares of Wabash National common stock upon vesting) to also be performance-based awards, as they can only be earned upon achievement of the three-year performance metrics established by the Committee.

For fiscal 2012, the number of RSUs granted to the NEOs represented 35% of all RSUs granted to all LTI Plan eligible participants; the number of PSUs granted (but not yet earned) to the NEOs represented 56% of all PSUs granted to all LTI Plan eligible participants; and, the number of NQOs granted to the NEOs represented 44% of all NQOs granted to all LTI Plan eligible participants. These proportions are consistent with our philosophy that as our associates, including NEOs, assume greater responsibility in the Company, a larger portion of incentive compensation should be focused on at-risk and long-term awards.

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PSU Performance Metrics

The Committee established two independent performance metrics associated with the award of PSUs in 2012:

Each of these metrics are independent of the other in calculating whether LTI Plan participants will earn the PSUs, with each of RTSR and Cumulative EBITDA Performance weighted at 50% of the total LTI Award. The Committee chose these metrics to emphasize the Company’s focus on growth and the creation of stockholder value in the long-term.

Relative Total Shareholder Return

RTSR will be measured relative to a group of similarly-cyclical companies over a three-year period, as the Committee believes this is the fairest way to track and award Company performance with regard to stockholder return in a highly-cyclical industry. RTSR performance will be measured in relation to the following “Cyclical Peer Group”:

Accuride Corp (ACW)		Meritor (MTOR)		Commercial Vehicle Group (CVGI)
Federal Signal (FSS)		Navistar (NAV)		Spartan Motors (SPAR)
Oshkosh (OSK)		Paccar (PCAR)		Sauer-Danfoss (SHS)
Tecumseh (TECUA)		Modine (MOD)		TriMas (TRS)

Cyclical Peer Group companies were recommended following Meridian’s analysis to best correlate each company’s cycle length and position in cycle, as compared to that of Wabash National. The start of the RTSR performance period was January 1, 2012 and Wabash National’s relative ranking versus the Cyclical Peer Group will be measured at the completion of the three-year performance period (close of NYSE market on December 31, 2014). RTSR performance will be measured on full-month stock performance for December 2011 versus December 2014 (using average closing stock price performance for each month), by including only those companies who are in the Cyclical Peer Group as of the close of business on December 31, 2011 and continue as independent, publicly-traded companies on December 31, 2014.

The chart below details the RTSR Ranking levels the Company must achieve by the end of the three-year performance period before the NEOs can earn 50% of the PSUs granted in accord with the 2012 LTI Plan:

Wabash National TSR Ranking		RTSR Award Rate
1st			200	%
2nd			180	%
3rd			160	%
4th			140	%
5th			120	%
6th			100	%
7th			75	%
8th			50	%
9th – 13th			0	%

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Cumulative EBITDA Performance

The performance period for measurement of Cumulative EBITDA Performance began with the start of the Company’s fiscal year on January 1, 2012 and will continue through the close of the Company’s fiscal year on December 31, 2014. The chart below details the Cumulative EBITDA Performance goals necessary for the NEOs to earn 50% of the PSUs granted in accord with the 2012 LTI Plan:

		Threshold				Target				Maximum
Cumulative EBITDA ($ millions)		$	160			$	200			$	240
Cumulative EBITDA Award Rate (%)			50	%			100	%			200	%

While actual Cumulative EBITDA Performance might exceed the listed “Maximum” performance level, LTI Plan Awards are capped at a maximum of 200% of the LTI Award that can be earned for meeting “Target” performance levels. Actual performance payout is interpolated between the performance target levels set forth above.

Calculation of Total PSUs Earned at End of Three-Year Performance Period

Assuming achievement of the goals associated with the RTSR and Cumulative EBITDA Performance metrics, the total number of PSUs that will be earned by the NEOs at the end of the three-year performance period will be calculated as follows:

Number of PSUs granted (but not yet earned) to NEOs in 2012
    x  (50% x Actual RTSR Ranking Award Rate)
    x  (50% x Actual Cumulative EBITDA Award Rate, as a Percentage of Target)
 =  Total Earned PSUs

LTI Grant Practices

Grants of equity awards are generally made to our executives, including NEOs, at one time each year pursuant to the LTI Plan. As discussed above, the Compensation Committee typically reviews and approves awards and award levels under the LTI Plan in February of each year in conjunction with regularly scheduled meetings of the Compensation Committee and the Board of Directors, which occur after the release of year-end financial results from the previous year.

While most of our equity awards are made at the above-described time period, we occasionally make grants of RSUs or NQOs to executives at other times, including in connection with the initial hiring of a new executive or a promotion. We do not have any specific program, plan or practice related to the timing of equity award grants to executives in coordination with the release of non-public information.

Mr. Giromini, who also serves as a director of the Company, has the authority to grant awards under the 2011 Omnibus Incentive Plan to Company associates who are not officers or directors of the Company. Only Mr. Giromini has the authority to grant equity awards, such as inducement grants, within prescribed parameters — no other executive officer has the authority to grant such awards.

All options are granted with an exercise price equal to the closing market price on the date of grant, as reported on the NYSE. The date of grant for our equity awards is set by the Board of Directors, with the grant date generally being the date the awards are approved by the Compensation Committee in its February meetings.

Stock Ownership Guidelines

In February 2005, we first adopted stock ownership guidelines for our executive officers, including our NEOs. Upon evaluation of prevalent market practices, we revised these Guidelines in September 2011.

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These guidelines are designed to encourage our executive officers to increase their equity stake in the Company and more closely align their interests with those of other stockholders. Our current stock ownership guidelines provide that each executive is required to hold sixty-five percent (65%) of all Company shares received through the Company’s incentive compensation plans until the executive achieves the target ownership levels set for his/her position. The target ownership levels are as follows:

CEO		Five (5) times base salary
Executive Vice Presidents		Three (3) times base salary
Senior Vice Presidents		Two-and-one-half (2½) times base salary

For purposes of calculating target ownership levels, the following types of Company shares are counted: stock owned by the executive; vested or unvested restricted stock and restricted stock units; and, performance shares deemed earned, but not yet vested. Company executives are required to comply with the guidelines immediately upon hire or promotion, however, executives may tender shares to pay taxes upon vesting of shares and/or the exercise price upon stock option exercise. The Compensation Committee reviews compliance with the guidelines on a periodic basis; as of December 31, 2012, all of our NEOs were in compliance.

Our insider trading policy prohibits our executive officers, including our NEOs, from engaging in selling short our Common Stock or engaging in hedging or offsetting transactions regarding our Common Stock.

Summary of Total Direct Compensation

The Committee believes each pay element is consistent with our compensation philosophy. The pay elements are designed to complement each other and reward the achievement of short-term and long-term strategic objectives. The Committee recognizes individual fulfillment of duties through adjustments to base salary and LTI. The Committee reviews Total Direct Compensation for each NEO in light of peer group data and overall market practices, taking into account the role and level of responsibility of each NEO within the organization. As a result, Total Direct Compensation for the CEO is higher than the other NEOs due to his overall executive and operating responsibilities for the Company, as a whole. This design is supported by peer group data and general market practices. Similarly, the evaluation of the other NEOs’ responsibilities and contributions to the success of the organization is a significant factor in reviewing Total Direct Compensation for the other NEOs. Thus, while peer group and market data is important in evaluating the other NEOs, the Committee also considers individual fulfillment of duties, teamwork, development, time in position, experience and internal equity among the NEOs (other than the CEO). The Committee does not target CEO compensation as a certain multiple of the compensation of the other NEOs.

Deductibility Cap on Executive Compensation

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations, no tax deduction is allowed for annual compensation in excess of $1,000,000 to the CEO and the three other most highly compensated officers other than the CFO. However, performance-based compensation, as defined in the tax law, is fully deductible if the programs, among other requirements, are: (1) approved by stockholders, (2) the compensation is payable only upon attainment of pre-established, objective performance goals, and (3) the board committee that establishes such goals consists only of “outside directors” as defined for purposes of Section 162(m).

The Committee strives to provide NEOs with compensation programs that will preserve the tax deductibility of compensation paid by Wabash National, to the extent reasonably practicable and to the extent consistent with Wabash National’s other compensation objectives. For 2012, all of the members of the Compensation Committee qualified as “outside directors,” as defined for purposes of Section 162(m). The Committee believes, however, that stockholders interests are best served by not restricting the Committee’s discretion and flexibility in structuring compensation programs, even though such programs may result in certain non-deductible compensation expenses. All 2012 performance-based executive compensation was fully deductible.

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Indirect Compensation Elements

The following sections describe each indirect compensation element. It is intended that this information be read in concert with the information provided in the tables that follow this Compensation Discussion and Analysis.

Perquisites

We offer our NEOs various perquisites that the Committee believes are reasonable to remain competitive. These perquisites constitute a small percentage of total compensation. The Committee conducts an annual review of perquisites offered to the NEOs as part of the Committee’s overall NEO compensation review process. For more information on these perquisites and to whom they are provided, see footnote 5 to the Summary Compensation Table. In addition to the items listed in the aforementioned footnote, NEOs, as well as other selected associates, are also provided access to general financial planning services and Wabash National-sponsored seats at local sporting venues for personal use when not occupied for business purposes, both at no incremental cost to the Company.

Retirement Benefits

Retirement Benefit Plan

The Company has adopted a Retirement Benefit Plan that is also applicable to our NEOs. The purpose of the plan is to clearly define benefits that are provided to qualified associates. A “Regular Retiree” is defined as an executive attaining at least 65 years of age or older entering the tenth year of Company service. An “Early Retiree” is defined as an executive attaining at least 55 years of age and entering the fifth year of Company service. Together, Regular Retirees and Early Retirees are referred to as “Retirees”.

The plan provides that all Retiree awards continue to vest, as scheduled, in the calendar year of retirement. Early Retirees have 3 years from their retirement date to exercise options but not more than 10 years from the original date of grant. Regular Retirees have 10 years from the original grant date to exercise options. Retirees who are eligible to receive PSUs and RSUs, which typically vest in full three years after the grant date, receive a prorated award based on the Retiree’s time of participation (but, in the case of PSUs, only once the performance metrics to earn such awards have been satisfied). Death and disability benefits, as defined in each outstanding equity award agreement, and all outstanding and prospective equity awards vest in a manner consistent with vesting provisions applicable to Early Retirees.

Regardless of the effective date of retirement, Retirees are entitled to payment of all eligible and unused vacation pay, payable under and calculated pursuant to state law and Company policy, which accrues in the year of retirement. Retirees are also eligible to receive a prorated incentive in lieu of bonus, if a short-term incentive is otherwise paid to eligible associates, the year following retirement. Retirees are not required to be actively employed by the Company on the date a short-term incentive payment is made.

Prior to 2009, retirees celebrating a 5, 10, 15, or 20 or greater service anniversary in their year of retirement year would receive a service award that is generally available to all associates. Service awards were suspended in 2009, but the Company is considering reinstatement of such awards in 2013.

Retirees may elect to continue health care benefits generally available to all associates, in accordance with applicable state and Federal laws. In addition, Retirees receive health care discounts, generally available to all associates, which are negotiated by the Company with preferred health care providers, as allowable by the provider. Lastly, Retirees may convert their basic company paid life insurance to term life insurance per state and Federal laws and pursuant to the applicable life insurance plan document.

Tax-qualified Defined Contribution Plan

We maintain a tax-qualified defined contribution plan in the form of a typical 401(k) plan, which is available to a majority of the Company’s associates, including the NEOs. Effective January 1, 2012, the Company reinstated a 401(k) “matching program” that had been in effect prior to 2009; under that program, the Company matches dollar-for-dollar the first 3% of compensation an associate places into the 401(k) plan, and matches one-half of the next two 2% contributed by the associate to the plan, up to federal limits. Any company matches are reported under the “All Other Compensation” column, and related footnote 5, of the Summary Compensation Table. Beginning in 2013, the Company will make available to a majority of the Company’s associates an affiliated Roth 401(k) plan, which will also be subject to typical federal guidelines and regulations associated with such plans.

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Deferred Compensation Benefits

We maintain a non-qualified, unfunded deferred compensation plan that allows our directors and eligible highly-compensated associates, including the NEOs, to voluntarily elect to defer certain forms of compensation prior to the compensation being earned and vested. We make the non-qualified plan available to our highly-compensated associates as a financial planning tool and as an additional method to save for retirement. Executive officers do not receive preferential earnings on their deferred compensation. As a result, we do not view earnings received on contributions to the deferred compensation plan as providing executives with additional compensation. All deferred compensation benefits are designed to attract, retain, and motivate associates. Such deferred compensation benefits are commonly offered by companies with whom we compete for talent.

Effective January 1, 2012, the Company reinstated a Company “matching program” that had been suspended in 2008; under that program, the Company matches dollar-for-dollar the first 3% of compensation an associate places into the non-qualified deferred compensation plan, and matches one-half of the next two 2% the associate contributes to the plan. Any company matches are reported under the “All Other Compensation” column, and related footnote 5, of the Summary Compensation Table.

Participants in the Deferred Compensation Plan are general creditors of the Company. See the Non-Qualified Deferred Compensation Table below for additional information.

Potential Payments Upon Change-in-Control and Other Potential Post-Employment Payments

Associate Severance Plan

We have adopted an Associate Severance Plan that provides for severance benefits for all of our associates, including our NEOs, in the event we terminate their employment without cause. Under the plan, in the absence of an employment agreement providing for superior benefits, our executives are eligible for a severance payment equal to the executive’s base salary for a period of one month or, if the executive executes a general release, for a period up to 18 months. In addition to the severance payment, our NEOs are entitled to a lump sum amount to cover post-termination healthcare premiums for the duration of the severance period. We determined this plan was appropriate based on the prevalence of similar plans within the market and its importance in attracting and retaining qualified executives. For a quantification of the benefits that would be received assuming termination of eligible NEOs on December 31, 2012, see the Potential Payments on Termination or Change in Control — Payment and Benefit Estimates table below.

Severance and Change-in-Control Agreements

In 2012, we did not have individual employment or severance agreements with any of our NEOs, other than an employment agreement with Mr. Giromini. Mr. Giromini’s agreement provides for payments and other benefits if his employment terminates based upon certain qualifying events, such as termination “without cause” or leaving employment for “good reason.” The Board believed these terms, which were negotiated when Mr. Giromini was initially hired in 2002, were necessary to hire Mr. Giromini and were consistent with industry practice. For more information on Mr. Giromini’s employment agreement, see pages 47 – 49.

We also have adopted a change-in-control plan applicable to NEOs, as well as other executives of the Company, as specifically designated by our Board of Directors. We determined that this plan was appropriate based on the prevalence of similar plans within the market, as well as the dynamic nature of the business environment in which we operate. We also believe the change-in-control plan, similar to the severance provisions of Mr. Giromini’s employment agreement, is an appropriate tool to motivate executive officers to exhibit the proper behavior when considering potential business opportunities. By defining compensation and benefits payable under various merger and acquisition scenarios, change-in-control agreements enable the NEOs to set aside personal financial and career objectives and focus on maximizing stockholder value. These agreements help to minimize distractions such as the officer’s concern about what may happen to his or her position, and help to keep the officer objective in analyzing opportunities that may arise. Furthermore, they ensure continuity of the leadership team at a time when business continuity is of paramount concern. Under the terms of his employment agreement as amended in December 2010, Mr. Giromini will receive the greater of the benefits pursuant to our change-in-control plan or his employment agreement, but not both.

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Additional information regarding these provisions, including a definition of key terms and a quantification of benefits that would be received assuming a triggering event on December 31, 2012, is set forth below in the Potential Payments on Termination or Change in Control — Payment and Benefit Estimates table.

Executive Life Insurance Program

Pursuant to the terms of his employment agreement, we maintain a life insurance policy on Mr. Giromini. We have purchased and maintain this policy but provide Mr. Giromini with an interest in the death benefit. Mr. Giromini is responsible for taxes on the income imputed in connection with this agreement under Internal Revenue Service rules. Upon termination of employment, the life insurance policy will be assigned to Mr. Giromini or his beneficiary. This was a negotiated benefit entered into when Mr. Giromini began employment with the Company.

Compensation Committee Report

The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Wabash National Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (including through incorporation by reference to this Proxy Statement).

COMPENSATION COMMITTEE
  
Martin C. Jischke
James D. Kelly
John E. Kunz
Larry J. Magee
Ann D. Murtlow
Scott K. Sorensen

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors in 2012 consisted of Dr. Jischke, and Messrs. Kelly, Magee and Sorensen. None of these individuals is currently, or has ever been, an officer or associate of Wabash National or any of our subsidiaries. In addition, during 2012, none of our executive officers served as a member of a board of directors or on the compensation committee of any other entity that had an executive officer serving on our Board of Directors or on our Compensation Committee.

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Executive Compensation Tables

In this section, we provide tabular and narrative information regarding the compensation of our NEOs for the fiscal year ended December 31, 2012.

Summary Compensation Table
for the Year Ended December 31, 2012

The following table summarizes the compensation of the NEOs for the year ended December 31, 2012 and for the years ended December 31, 2011 and 2010. The NEOs are the Company’s Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers in 2012 as determined by taking the total compensation calculated pursuant to the table below.

Name and Principal Position		Year				Salary(1)				Bonus(2)				Non-Equity Incentive Plan Compensation(3)				Stock  Awards(4)				Option  Awards(4)				All Other  Compensation(5)				Total ($)
RICHARD J. GIROMINI President,  Chief Executive Officer			2012			$	662,019				—			$	474,006			$	929,202			$	844,162			$	125,529			$	3,034,918
			2011			$	611,777				—			$	919,782			$	784,536			$	642,581			$	112,069			$	3,070,745
			2010			$	516,150				—			$	498,710			$	892,800			$	455,400			$	67,303			$	2,430,363
MARK J. WEBER Senior Vice President –   Chief Financial Officer			2012			$	299,615				—			$	128,715			$	228,121			$	207,274			$	30,692			$	894,417
			2011			$	277,634				—			$	142,053			$	255,250			$	200,700			$	13,400			$	889,037
			2010			$	208,125				—			$	120,938			$	214,040			$	114,700			$	4,518			$	662,321
RODNEY P. EHRLICH Senior Vice President –   Chief Technology Officer			2012			$	250,000				—			$	80,550			$	155,747			$	141,443			$	30,165			$	657,905
			2011			$	249,915				—			$	142,053			$	153,150			$	120,420			$	18,557			$	684,095
			2010			$	245,587				—			$	104,706			$	171,120			$	86,020			$	6,501			$	613,934
TIMOTHY J. MONAHAN Senior Vice President –   Human Resources			2012			$	268,846				—			$	86,622			$	155,747			$	141,443			$	33,656			$	686,314
			2011			$	249,527				—			$	142,053			$	204,200			$	167,250			$	14,007			$	777,037
			2010			$	210,623				—			$	111,189			$	193,440			$	101,200			$	4,988			$	621,440
ERIN J. ROTH Senior Vice President –   General Counsel &  Secretary			2012			$	272,212				—			$	97,452			$	206,010			$	187,139			$	20,801			$	783,614
			2011			$	253,725			$	80,000			$	142,053			$	204,200			$	167,250			$	2,962			$	850,190
			2010			$	184,380				—			$	79,263			$	171,120			$	101,200			$	3,133			$	539,096

Also includes amounts deferred by the NEOs under the Company’s Non-Qualified Deferred Compensation Plan. For salary amounts deferred in 2012, see the first column of the Non-Qualified Deferred Compensation table on page 45.

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2012 STI Plan Awards

Name		Target Award as % of Base Salary Earnings				Base Salary Earnings				Actual Performance as % of Target				Award Amount
Richard J. Giromini			100	%		$	662,019				71.6	%		$	474,006
Mark J. Weber			60	%		$	299,615				71.6	%		$	128,715
Rodney P. Ehrlich			45	%		$	250,000				71.6	%		$	80,550
Timothy J. Monahan			45	%		$	268,846				71.6	%		$	86,662
Erin J. Roth			50	%		$	272,212				71.6	%		$	97,452

For additional information on our STI Plan structure in 2012, including plan metrics and performance measurements, see the Compensation Discussion and Analysis relating to our STI Plan on pages 27 – 28.

For additional information on our STI Plan structure in 2011 and 2010, and a detailed explanation of the bonus payments made under the 2011 and 2010 STI Plans, see the Compensation Discussion and Analysis relating to our STI Plan on pages 20 – 21 of the proxy statement filed by the Company in 2011, and pages 27 – 28 of the proxy statement filed in 2012.

2012 LTI Plan Awards

Name		RSUs (#)				NQOs (#)				PSUs (#)
Richard J. Giromini			40,530				118,230				47,290
Mark J. Weber			9,950				29,030				11,610
Rodney P. Ehrlich			6,790				19,810				7,930
Timothy J. Monahan			6,790				19,810				7,930
Erin J. Roth			8,990				26,210				10,480

As discussed in the Compensation Discussion and Analysis, the PSUs reported above have not yet been earned by the NEO’s and will be earned only upon achievement of the Committee-approved performance metrics during the three-year performance period. (See p. 19.) The PSUs reported above represent the “Target” payout level of PSUs; at “Maximum” payout level, assuming the Company achieves “Maximum” performance levels for both LTI performance metrics, the payout of PSUs would be 200% of “Target,” with awards to each of the NEOs as follows: Mr. Giromini — 94,580, with a grant date fair value of $978,903; Mr. Weber — 23,220, with a grant date fair value of $240,327; Mr. Ehrlich — 15,860, with a grant date fair value of $164,151; Mr. Monahan — 15,860, with a grant date fair value of $164,151; and Ms. Roth — 20,960, with a grant date fair value of $216,936.

For additional information on our LTI Plan structure in 2012, including plan metrics and performance measurements, see the Compensation Discussion and Analysis relating to our LTI Plan on pages 29 – 31. All awards granted to the NEOs during 2012 are subject to the revised stock ownership guidelines adopted by the Board in 2011. RSUs will vest in full three years after the grant date. NQOs vest ratably over the three years following the grant date. Earned PSUs will vest three years after the grant date, providing each participant with one share of the Company’s common stock for each vested PSU.

Further information regarding the valuation of equity awards can be found in Note 10 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2012. We caution that the amounts reported in the table for equity awards and, therefore, total NEO compensation may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, an NEO realizes value will depend on a number of factors, including our performance and stock price. For example, the value that would have been expensed in 2012 relating to certain NEO stock awards if our share price at the respective stock grant dates was $ 8.97 (the closing share price on December 31, 2012) differs from the values set forth above due to the general fluctuations of the Company’s share price between December 31, 2010 and December 31, 2012.

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Name		Company Contributions to Defined Contribution Plans(a)				Misc Perquisites(b)				Total All Other Compensation
Richard J. Giromini		$	54,190			$	71,339			$	125,529
Mark J. Weber		$	26,711			$	3,981			$	30,692
Rodney P. Ehrlich		$	20,762			$	9,403			$	30,165
Timothy J. Monahan		$	27,684			$	5,972			$	33,656
Erin J. Roth		$	18,166			$	2,635			$	20,801

Grants of Plan-Based Awards
for the Year Ended December 31, 2012

						Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)												Estimated Possible Payouts Under Equity Incentive Plan Awards(3)												All Other Stock Awards: Number of Shares of Stock or Units(4) (#)				All Other Option Awards: Number of Securities Underlying Options(5) (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards(6) ($)
Name		Grant Date(1)				Threshold ($) (50)%				Target ($) (100)%				Maximum ($) (200%)				Threshold (#) (50)%				Target (#) (100)%				Maximum (#) (200%)
Richard J. Giromini			2/23/12			$	331,010			$	662,019			$	1,324,039				—				—				—				—				—				—				—
			2/23/12				—				—				—				23,645				47,290				94,580				—				—				—			$	489,451
			2/23/12				—				—				—				—				—				—				40,530				—				—			$	439,751
			2/23/12				—				—				—				—				—				—				—				118,230			$	10.85			$	844,162
Mark J. Weber			2/23/12			$	89,885			$	179,769			$	359,539				—				—				—				—				—				—				—
			2/23/12				—				—				—				5,805				11,610				23,220				—				—				—			$	120,163
			2/23/12				—				—				—				—				—				—				9,950				—				—			$	107,958
			2/23/12				—				—				—				—				—				—				—				29,030			$	10.85			$	207,274
Rodney P. Ehrlich			2/23/12			$	56,250			$	112,500			$	225,000				—				—				—				—				—				—				—
			2/23/12				—				—				—				3,965				7,930				15,860				—				—				—			$	82,075
			2/23/12				—				—				—				—				—				—				6,790				—				—			$	73,672
			2/23/12				—				—				—				—				—				—				—				19,810			$	10.85			$	141,443
Timothy J. Monahan			2/23/12			$	60,490			$	120,981			$	241,962				—				—				—				—				—				—				—
			2/23/12				—				—				—				3,965				7,930				15,860				—				—				—			$	82,075
			2/23/12				—				—				—				—				—				—				6,790				—				—			$	73,672
			2/23/12				—				—				—				—				—				—				—				19,810			$	10.85			$	141,443
Erin J. Roth			2/23/12			$	68,053			$	136,106			$	272,212				—				—				—				—				—				—				—
			2/23/12				—				—				—				5,240				10,480				20,960				—				—				—			$	108,468
			2/23/12				—				—				—				—				—				—				8,990				—				—			$	97,542
			2/23/12				—				—				—				—				—				—				—				26,210			$	10.85			$	187,139

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Each earned PSU will vest in full on the three year anniversary of the date of grant, which was February 23, 2012. Upon vesting, the recipient is entitled to receive one share of the Company’s Common Stock for each fully vested PSU. Dividends are not paid or accrued on the PSU awards.

		Grant at Threshold Achievement Level of Each Performance Metric (#)								Grant at Target Achievement Level of Each Performance Metric (#)								Grant at Maximum Achievement Level of Each Performance Metric (#)
Name		Relative Total Shareholder Return				Cumulative EBITDA Performance				Relative Total Shareholder Return				Cumulative EBITDA Performance				Relative Total Shareholder Return				Cumulative EBITDA Performance
Richard J. Giromini			11,822				11,823				23,645				23,645				47,290				47,290
Mark J. Weber			2,902				2,903				5,805				5,805				11.610				11.610
Rodney P. Ehrlich			1,982				1,983				3,965				3,965				7,930				7,930
Timothy J. Monahan			1,982				1,983				3,965				3,965				7,930				7,930
Erin J. Roth			2,620				2,620				5,240				5,240				10,480				10,480

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Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

For Mr. Giromini, the amounts disclosed in certain tables above are in part a result of the terms of his employment agreement. We have no other employment agreements with our NEOs.

Effective January 1, 2007, the Board appointed Mr. Giromini to serve as Chief Executive Officer and his employment agreement was amended. Below is a description of Mr. Giromini’s employment agreements in effect since 2002.

In June 2002, we entered into an employment agreement with Mr. Giromini to serve as Chief Operating Officer effective July 15, 2002 through July 15, 2003. The term of Mr. Giromini’s employment renews for successive one-year periods unless and until either party provides written notice, not less than 60 days prior to the end of the then current term, of the intent not to renew the agreement. In connection with this renewal provision, the Compensation Committee evaluates the agreement and Mr. Giromini’s performance on a yearly basis prior to determining whether it will renew the agreement for another one-year term. Mr. Giromini’s initial base salary was $325,000 per year, subject to annual adjustments. On January 1, 2007, in connection with Mr. Giromini becoming our Chief Executive Officer, we entered into an amendment to his employment agreement to provide that Mr. Giromini’s title and duties will be those of the President and Chief Executive Officer. This amendment provided that Mr. Giromini receives an annual base salary of not less than $620,000 and was eligible for an annual incentive bonus targeted at 80% of his base, which was increased in February 2010 to 100% of his base salary by action of the Board. The actual annual incentive bonus for Mr. Giromini may range from 0% to 200% of base salary and is determined at the discretion of the Board on an annual basis, based upon Company and individual performance criteria set by the Board each year. In addition, Mr. Giromini is entitled to payment of an additional sum to enable him to participate in an executive life insurance program. Effective December 31, 2010, we entered into an amendment to his employment agreement for purposes of clarifying language in connection with Section 409A of the Internal Revenue Code of 1986, as amended.

A description of the termination provisions, whether or not following a change-in-control, and a quantification of benefits that would be received by Mr. Giromini can be found under the heading “Potential Payments upon Termination or Change-in-Control.”

Outstanding Equity Awards at Fiscal Year-End
December 31, 2012

		Option Awards																				Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable(1) (#)				Option Exercise Price ($)				Market Value of Unexercised Options(2) ($)				Option Expiration Date				Number of Shares or Units of Stock that Have Not Yet Vested (#)				Market Value of Shares of Stock That Have Not Vested(2) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($)
Richard J. Giromini			—				—				—				—				—				120,000	(3)		$	892,800				—				—
			—				—				—				—				—				38,420	(4)		$	344,627				—				—
			—				—				—				—				—				51,099	(5)		$	458,358				—				—
			—				—				—				—				—				40,530	(6)		$	363,554				47,290	(7)		$	424,191
			35,000				—				9.03				—				1/17/2013				—				—				—				—
			—				90,000	(8)			7.44			$	137,700				3/25/2013				—				—				—				—
			9,900				—				23.90				—				5/20/2014				—				—				—				—
			9,560				—				26.93				—				3/7/2015				—				—				—				—
			24,710				—				16.81				—				5/18/2016				—				—				—				—
			90,000				—				14.19				—				5/24/2017				—				—				—				—
			68,300				—				8.57			$	27,320				2/6/2018				—				—				—				—
			32,017				64,034				10.21				—				2/23/2021				—				—				—				—
			—				118,230				10.85				—				2/23/2022				—				—				—				—

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		Option Awards																				Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable(1) (#)				Option Exercise Price ($)				Market Value of Unexercised Options(2) ($)				Option Expiration Date				Number of Shares or Units of Stock that Have Not Yet Vested (#)				Market Value of Shares of Stock That Have Not Vested(2) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($)
Mark J. Weber			—				—				—				—				—				10,000	(9)		$	89,700				—				—
			—				—				—				—				—				26,000	(3)		$	193,440				—				—
			—				—				—				—				—				12,500	(4)		$	112,125				—				—
			—				—				—				—				—				16,625	(5)		$	149,126				—				—
			—				—				—				—				—				9,950	(6)		$	89,252				11,610	(7)		$	140,142
			—				20,000	(8)			7.44			$	30,600				3/25/2013				—				—				—				—
			2,000				—				20.73				—				8/8/2015				—				—				—				—
			4,660				—				16.81				—				5/18/2016				—				—				—				—
			7,500				—				14.19				—				5/24/2017				—				—				—				—
			8,900				—				8.57			$	3,560				2/6/2018				—				—				—				—
			2,452				—				3.59			$	13,192				2/11/2019				—				—				—				—
			3,333				3,333				2.06			$	46,062				1/5/2020				—				—				—				—
			10,000				20,000				10.21				—				2/23/2021				—				—				—				—
			—				29,030				10.85				—				2/23/2022				—				—				—				—
Rodney P. Ehrlich			—				—				—				—				—				23,000	(3)		$	171,120				—				—
			—				—				—				—				—				7,500	(4)		$	67,275				—				—
			—				—				—				—				—				9,975	(5)		$	89,476				—				—
			—				—				—				—				—				6,790	(6)		$	60,906				7,930	(7)		$	71,132
			20,000				—				9.03				—				1/17/2013				—				—				—				—
			—				17,000	(8)			7.44			$	26,010				3/25/2013				—				—				—				—
			4,800				—				23.90				—				5/20/2014				—				—				—				—
			5,180				—				26.93				—				3/7/2015				—				—				—				—
			12,550				—				16.81				—				5/18/2016				—				—				—				—
			18,000				—				14.19				—				5/24/2017				—				—				—				—
			13,800				—				8.57			$	5,520				2/6/2018				—				—				—				—
			12,005				—				3.59			$	64,587				2/11/2019				—				—				—				—
			6,000				12,000				10.21				—				2/23/2021				—				—				—				—
			—				19,810				10.85				—				2/23/2022				—				—				—				—
Timothy J. Monahan			—				—				—				—				—				26,000	(3)		$	193,440				—				—
			—				—				—				—				—				10,000	(4)		$	89,700				—				—
			—				—				—				—				—				13,300	(5)		$	119,301				—				—
			—				—				—				—				—				6,790	(6)		$	60,906				7,930	(7)		$	71,132
			—				20,000	(8)			7.44			$	30,600				3/25/2013				—				—				—				—
			10,000				—				20.15				—				10/27/2013				—				—				—				—
			4,200				—				23.90				—				5/20/2014				—				—				—				—
			4,290				—				26.93				—				3/7/2015				—				—				—				—
			10,590				—				16.81				—				5/18/2016				—				—				—				—
			27,000				—				14.19				—				5/24/2017				—				—				—				—
			13,800				—				8.57			$	5,520				2/6/2018				—				—				—				—
			12,005				—				3.59			$	64,587				2/11/2019				—				—				—				—
			8,334				16,666				10.21				—				2/23/2021				—				—				—				—
			—				19,810				10.85				—				2/23/2022				—				—				—				—

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		Option Awards																				Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable(1) (#)				Option Exercise Price ($)				Market Value of Unexercised Options(2) ($)				Option Expiration Date				Number of Shares or Units of Stock that Have Not Yet Vested (#)				Market Value of Shares of Stock That Have Not Vested(2) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($)
Erin J. Roth			—				—				—				—				—				23,000	(3)		$	171,120				—				—
			—				—				—				—				—				10,000	(4)		$	89,700				—				—
			—				—				—				—				—				13,300	(5)		$	119,301				—				—
			—				—				—				—				—				8,990	(6)		$	80,640				10,480	(7)		$	94,006
			—				17,000	(8)			7.44			$	26,010				3/25/2013				—				—				—				—
			7,500				—				14.19				—				5/24/2017				—				—				—				—
			1,900				—				8.57			$	760				2/6/2018				—				—				—				—
			5,000				—				3.59			$	26,900				2/11/2019				—				—				—				—
			8,334				16,666				10.21				—				2/23/2021				—				—				—				—
			—				26,210				10.85				—				2/23/2022				—				—				—				—