Arcbest Corp DEF 14A, filed Mar 13, 2026

About this DEF 14A

Arcbest Corp (ARCB)

DEF 14A 2026-03-13 For: 2026-04-24

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Added on June 12, 2026

Talent Review
Committee

Management

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A key responsibility of the Board is succession planning for the Chief Executive Officer, including identification and evaluation of potential successors.
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The Board also annually reviews succession planning for other executive officers, including successor strengths and development opportunities and strategic talent metrics.

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This committee, led by the CEO and primarily composed of the CEO’s direct reports, conducts annual reviews of succession plans for critical roles, as well as strategic talent data, with a focus on maintaining a values-driven culture in which career development for current and future leaders is critical to driving employee and organizational growth.

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The Chief Human Resources Officer and senior talent leaders work with functional leaders across ArcBest in developing and implementing programs to attract, assess, develop, engage, and retain leaders at all levels of the organization.

Arcbest Corp filed this DEF 14A on March 13, 2026.

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Our Values	Creativity		Integrity		Collaboration
		We create solutions		We do the right thing		We work together

		Growth			Excellence		Wellness
		We grow our people and our business		We exceed expectations		We embrace total health

LETTER TO OUR STOCKHOLDERS FROM ARCBEST CHAIRMAN	3

ARCBEST CORPORATE CITIZENSHIP 2025 HIGHLIGHTS	5

Environmental Sustainability	5
Training and Employee Development	6
Belonging	6
Philanthropy	6

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	7

PROXY SUMMARY	8

PROPOSAL I. ELECTION OF DIRECTORS	15

Director Nominees	16
Board Skills Profile	26

GOVERNANCE OF THE COMPANY	27

Board Leadership Structure	27
Director Independence	28
How Directors are Selected	28
Board’s Role in Risk Oversight	29
CEO and Executive Leadership Succession Process	30
Committees of the Board	31
Attendance at Meetings	32
Other Board Policies	32
Code of Conduct and Corporate Governance Guidelines	33
Certain Transactions and Relationships	33
Insider Trading, Anti-Hedging and Pledging Policies	34

DIRECTOR COMPENSATION	35

Cash Compensation	35
Equity-Based Awards	35
Miscellaneous Compensation Items	35
Stock Ownership Policy for Non-Employee Directors	35
2025 Director Compensation Table	36
2026 Director Compensation Changes	37

EXECUTIVE OFFICERS OF THE COMPANY	38

EXECUTIVE COMPENSATION	41

Compensation Discussion & Analysis	41
Compensation Committee Report	58
Compensation Committee Interlocks and Insider Participation	58

Summary Compensation Table	59
2025 Grants of Plan-Based Awards	61
Outstanding Equity Awards at 2025 Year-End	62
2025 Option Exercises and Stock Vested	63
2025 Equity Compensation Plan Information	63
2025 Pension Benefits	64

2025 Non-Qualified Deferred Compensation	65
Potential Payments Upon Termination or Change in Control	65
CEO Pay Ratio	70

PAY VERSUS PERFORMANCE	71

PROPOSAL II. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	76

REPORT OF THE AUDIT COMMITTEE	77

PROPOSAL III. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	79

Change in Independent Registered Public Accounting Firm	80
Independent Auditor’s Fees and Services	80
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	81

PROPOSAL IV. APPROVAL OF THE REINCORPORATION OF THE COMPANY TO THE STATE OF TEXAS BY CONVERSION	82

PROPOSAL V. STOCKHOLDER PROPOSAL FOR GHG EMISSIONS REDUCTION TARGETS	116

PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP	119

Delinquent Section 16(a) Reports	120

INFORMATION ABOUT THE MEETING	121

Internet Availability of Proxy Materials	121
Record Date	121
Voting	121

OTHER MATTERS	123

Cost of Solicitation	123
Stockholder Communication with the Board	123
Electronic Delivery of Stockholder Communications	123
Procedure for Submitting Stockholder Proposals and Nominations for 2027 Annual Meeting	123
Householding of Proxy Materials	124

APPENDICES	126

Appendix A: Proposed Plan of Conversion	126
Appendix B: Texas Reincorporation Resolutions	131
Appendix C: Proposed Texas Certificate of Formation	132
Appendix D: Proposed Texas Bylaws	138

Environmental Sustainability		ArcBest’s progress toward sustainable excellence carried forward in 2025, with efforts focused on innovation, transparency and accountability. Equipment We maintained a young, efficient and safe fleet by adding 618 new Class 8 tractors and 15 new Class 6 straight trucks to our ABF Freight equipment pool. To further reduce emissions, we purchased 5 more battery-electric yard tractors, bringing our total to 14. We also completed a three-week Tesla Semi pilot, demonstrating performance comparable to diesel equipment in similar lanes. Facilities We advanced our multi-year Facility Enhancement and Growth Roadmap, completing 25 additional projects across ABF Freight’s network. Upgrades included energy-efficient lighting and water-saving fixtures to reduce resource consumption while improving safety and comfort for employees. We also renewed our LEED certification for our corporate headquarters, demonstrating our commitment to healthy, efficient and cost-effective green buildings. Reporting and Disclosures In 2025, we further advanced greenhouse gas (“GHG”) emissions management by developing internal processes for GHG emissions calculations, sharing our Scope 1 and Scope 2 emissions for the third consecutive year and progressing toward Scope 3 disclosures for our top material categories and sources. Additionally, our Manager of Sustainability completed training through the Supplier Leadership on Climate Transition (SLoCT) program. Events and Initiatives 2025 was our third year to partner with Food Loops and provide environmentally friendly waste options at company events. We diverted 588 pounds of waste across three events. Since beginning this partnership, we have diverted 3,287 pounds of waste. We also hosted our third annual Earth Day clean-up at our two main campuses in Fort Smith, Arkansas.
	IMPROVED TRUCK FLEET WITH OVER 600 NEW CLASS 8 TRUCKS


	EXPANDED ELECTRIC VEHICLE USE, ADDING 5 ELECTRIC YARD TRACTORS


	COMPLETED 20+ REMODELS AND RENOVATIONS AT ABF SERVICE CENTERS

Training and Employee Development		In 2025, we strengthened our commitment to continuous learning and growth, recognizing that adaptability and knowledge are key drivers of success in times of change. Through a dynamic mix of online courses, live webinars, and in-person sessions, we recorded more than 127,000 enrollments across topics designed to enhance both technical expertise and essential soft skills. We also delivered more than 100,000 hours of targeted learning, giving employees the tools to overcome obstacles and drive operational excellence. Through various leadership programs, including ArcBest’s Leadership Academy, we engaged more than 400 employees, helping them build strong management capabilities and preparing them for future leadership roles. These programs align with our performance and succession planning strategies, reinforcing our commitment to leadership development at every level. We also launched a new internal job shadowing program to foster collaboration and knowledge sharing across the organization. Our dedication to professional development and equipping our workforce for success earned recognition for the 16th consecutive year on Training Magazine’s Training MVP (formerly APEX) Awards list. ArcBest ranked No. 12 among 95 companies, and 2025 also marked our 11th time in the top 20. The ArcBest Educational Assistance Program continued to empower full-time employees in achieving personal and professional growth by reimbursing a portion of costs for eligible educational courses. In 2025, we reimbursed more than $350,000 to employees pursuing degrees and certifications, including bachelor’s, master’s and graduate-level programs.
	100,000+ COURSE ENROLLMENTS ACROSS THE ORGANIZATION


	OVER $350,000 IN EDUCATIONAL ASSISTANCE FOR EMPLOYEES

Belonging		Fostering belonging and well-being remains central to our culture, creating an environment where employees thrive and deliver innovative solutions to our customers. In 2025, we attended 36 recruiting and career events at universities across our markets, as well as programs supporting military veterans and those re-entering the civilian workforce. These initiatives are a result of our commitment to collaboration and building a workforce that represents a wide range of perspectives and experiences.

	30+ RECRUITING AND CAREER EVENTS ATTENDED

Philanthropy		Our efforts to make a positive impact continued to reach more communities and create change across the country. Through our three philanthropy pillars — Community, Education and People — we partnered with organizations and supported initiatives that help improve lives and shape a brighter future. In 2025, we raised $1.9 million for over 170 charities and educational institutions. ■ Community — Partnered with organizations focused on food insecurity and community wellness, including Peacemaker Fest, United Way, and Levitt AMP. ■ Education — Expanded participation in mentorship programs and hosted events promoting economics and STEM awareness, including Economics Arkansas and Camp Invention. ■ People — Supported health, safety and wellness initiatives, including Women’s Foundation of Arkansas and annual veteran fundraisers at our Dayton, Ohio, and South Chicago, Illinois, service centers. The Leadership Academy Class of 2024 also raised over $45,000 for Breakthrough T1D, supporting research and awareness for type 1 diabetes.
	OVER 170 ORGANIZATIONS IMPACTED BY TOTAL PHILANTHROPIC GIVING


	AWARDED SCHOLARSHIPS TO STUDENTS THROUGH EMPLOYEE DEPENDENT SCHOLARSHIP PROGRAM

DATE & TIME April 24, 2026 at 7:30 a.m. Central Daylight Time LOCATION ArcBest Headquarters 8401 McClure Drive Fort Smith, Arkansas 72916 RECORD DATE Stockholders of record at the close of business February 23, 2026 HOW TO VOTE: Please refer to the following proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. BY INTERNET www.proxyvote.com BY PHONE 1-800-690-6903 (automated line) BY MAIL If you received paper copies of your proxy materials, sign, date and return the proxy card in the postage-paid envelope provided. IN PERSON You can attend the Annual Meeting in person and vote, even if you gave a proxy in advance.	TO THE STOCKHOLDERS OF ARCBEST CORPORATION: You are cordially invited to attend the Annual Meeting of Stockholders of ArcBest Corporation (the “Company”) on April 24, 2026, at 7:30 a.m. (CDT). You may attend in person at the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916. To obtain directions to attend the Annual Meeting and vote in person, contact the Company’s Investor Relations Department at toll-free telephone number 800-961-9744, email address invrel@arcb.com or through the Company’s website www.arcb.com. The annual meeting is being convened for the following purposes:

		❶	To elect ten directors for a one-year term to expire at the 2027 Annual Meeting of Stockholders;

		❷	To conduct an advisory vote to approve executive compensation;

		❸	To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026;

		❹	To approve the reincorporation of the Company to the State of Texas by conversion;
		❺	To consider one stockholder proposal, if properly presented at the Annual Meeting; and
		❻	To act upon such other matters as may properly be brought before the meeting affecting the business and affairs of the Company.

			By Order of the Board of Directors, March 13, 2026.


		J. Brent Hagy Chief Legal Officer and Corporate Secretary
		RECORD DATE; PROXIES Only stockholders of record at the close of business February 23, 2026, are entitled to notice of and to vote at the meeting or any adjournment(s) or postponement(s) thereof. Even if you plan to attend the meeting, please follow the instructions to vote by Internet or by telephone, or complete, sign, date and return your proxy card if you received one, as promptly as possible. It is important that your shares be represented at the meeting. For more information about how to attend the annual meeting, see “Information About the Meeting” on page 121 of this Proxy Statement. If you hold your shares in “street name” through a brokerage firm or bank, then your brokerage firm or bank is responsible for voting on your behalf based on your instructions. The Board of Directors urges you to contact the person responsible for your account today and instruct them to execute a proxy considering the recommendations of the Board, which are described in this Proxy Statement. If you hold your shares in street name and you wish to personally vote at the meeting, you must obtain a legal proxy issued in your name from the broker, bank or other nominee that holds your shares. For more information on how to vote, see “Information About the Meeting.”
		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 24, 2026: The Proxy Statement and 2025 Annual Report are available at www.proxyvote.com.
				If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 123 for instructions. This approach can provide information to you more conveniently, while reducing the environmental impact of our annual meeting and helping to reduce our distribution costs.
		8401 MCCLURE DRIVE / P.O. BOX 10048 / FORT SMITH, ARKANSAS 72917 / 479-785-6000


WHEN	WHERE	RECORD DATE
Friday, April 24, 2026, at 7:30 a.m. (CDT)	At the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916	February 23, 2026

Proposal	Board Voting Recommendation	Vote Required to Pass	Where to Find More Information
Elect ten directors for a one-year term	FOR all nominees	A nominee is elected by a majority of the votes cast*	Page 15
Approve, on an advisory basis, the Company’s executive compensation	FOR	The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote	Page 76
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026	FOR	The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote	Page 79
Approve the reincorporation of the Company to the State of Texas by conversion	FOR	The affirmative vote of the holders of not less than a majority of the outstanding voting stock	Page 82
To consider one stockholder proposal, if properly presented at the Annual Meeting	AGAINST	The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote	Page 116


		What’s New?
■ In July 2025, and effective as of January 1, 2026, Seth Runser was appointed as Chief Executive Officer of ArcBest, succeeding Ms. McReynolds in that role, while Ms. McReynolds retained her role as Chairman of the Board, a testament to our robust succession planning process. See page 30 for more information. ■ In April 2025, we published our Impact Report for the calendar year 2024. Visit arcb.com/about-arcbest/sustainability to view the report.⁽¹⁾ ■ Over the past year, the Nominating/Corporate Governance Committee conducted a comprehensive review of the Board of Directors and added four new independent Directors, while several long-tenured members retired – lowering average tenure and enhancing Board expertise to strengthen oversight of the Company’s strategic priorities and evolving risks. ■ In September 2025, we hosted an Investor Day, introducing long-term goals that reflect confidence in our disciplined customer-led approach and ability to create long-term shareholder value. ■ During the fourth quarter of 2025, we engaged with stockholders representing 29% of our outstanding shares. See page 14 for more information.

						Committees
Name	Occupation	Age	Director Since	Independent	Other Public Directorships	Audit	Compensation	Nominating/Corporate Governance
Salvatore A. Abbate	Chief Executive Officer for Veritiv Corporation	57	Jan. 2023
Thom S. Albrecht	Chief Revenue Officer for Reliance Partners	63	Jul. 2025
Ann G. Bordelon	Executive Vice Chancellor for Finance & Administration for the University of Arkansas	59	Jan. 2026		2
Eduardo F. Conrado Lead Independent Director	President and Chief Executive Officer for Ascension	59	Nov. 2016
Bobby K. George	Senior Vice President and Chief Digital Officer for Carrier Global Corporation	53	Jan. 2026
Michael P. Hogan	Chief Development and Strategy Officer for Earned Wealth	66	Oct. 2016
Judy R. McReynolds Chairman	Former Chief Executive Officer for ArcBest	63	Jan. 2010		1
Seth K. Runser	President and Chief Executive Officer for ArcBest	41	Jan. 2026
Janice E. Stipp	Former Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation	66	Oct. 2012		2
Chris T. Sultemeier	Operating Partner for NewRoad Capital Partners	63	Oct. 2025

What We Do:			What We Don’t Do:
	We tie pay to performance. The majority of executive pay is at risk.			NO tax gross-up payments for any amounts considered excess parachute payments.
	60% of the long-term incentive value granted to Named Executive Officers is contingent on the Company’s performance over a three-year period.			NO single-trigger payments upon a change in control.
	We use three-year ratable vesting for our restricted stock units to encourage retention and a long-term perspective.			NO excessive perquisites.
	Named Executive Officers and Directors are subject to significant stock ownership requirements.			NO hedging or pledging of Company stock.
	We have caps on both the annual incentive and long-term incentive payouts.			NO employment agreements with our Named Executive Officers.
	We have a robust clawback policy that goes beyond the minimum requirements under the Nasdaq listing standards.			NO re-pricing of stock options without stockholder approval.
	We conduct annual risk assessments of our compensation plans.			NO guaranteed bonuses.
	We have an independent Compensation Committee.
	The Compensation Committee has an independent compensation consultant.
	We benchmark our compensation practices to peers with which we compete for talent.
	We proactively engage with our largest stockholders and consider their feedback.

SALVATORE A. ABBATE
Age 57 Director since: Jan. 2023 INDEPENDENT Committees: ■ Compensation (Chair) ■ Nominating/ Corporate Governance	Key Skills and Experience: ■ Senior Leadership: Chief Executive Officer and member of the Board of Directors of Veritiv, a leading business-to-business specialty distribution solutions company. He remained CEO after the company’s sale to Clayton, Dubilier & Rice (“CDR”). He provided key leadership throughout the company’s efforts to focus on growth-oriented initiatives, operational efficiency and best-in-class technology implementation. Prior to this role, Mr. Abbate held senior leadership roles in corporate strategy, sales and marketing at Andersen Windows & Doors. ■ Value Creation and M&A: As Chief Executive Officer, led the execution of Veritiv’s $2.6 billion sale to CDR in 2023. Since going private, Veritiv has made five additional acquisitions in 2024. ■ Logistics: At Veritiv, leads the largest business-to-business packaging distribution business in North America with approximately $7 billion in annual sales, 95 North American distribution centers (over 110 worldwide) and a truck fleet of approximately 600. ■ Corporate Strategy, Sales and Marketing: As Senior Vice President and Chief Sales and Marketing Officer at Andersen Windows & Doors, Mr. Abbate oversaw the implementation of multiple marketing campaigns and initiatives, leading to increased customer penetration to become one of the largest window and door manufacturers in North America. Prior to this role, Mr. Abbate led Global Sales and Marketing for the Performance Film Division at Solutia, overseeing over $290 million in net sales across multiple geographic regions in 2011.
		Career Highlights: ■ Veritiv Corporation ■ Chief Executive Officer (2020 – Present) ■ Chief Operating Officer (2020 – 2020) ■ Senior Vice President & Chief Commercial Officer (2018 – 2019) ■ Andersen Windows & Doors ■ Senior Vice President & Chief Sales & Marketing Officer (2013 – 2018) ■ Senior Vice President, Sales & Marketing (2011 – 2013) ■ Solutia Inc. ■ Vice President (Global Sales and Marketing of the Performance Films Division) (2009 – 2011)
		Board Experience: ■ Veritiv (Private) (2020 – Present)	Education: ■ B.S. (Industrial Engineering), Georgia Institute of Technology; M.B.A., Northwestern University

THOM S. ALBRECHT
Age 63 Director since: Jul. 2025 INDEPENDENT Committees: ■ Audit	Key Skills and Experience: ■ Senior Leadership: Currently serves as Chief Revenue Officer at Reliance Partners, a leading insurance brokerage focused on the transportation and logistics industry. Since joining in April 2020, Mr. Albrecht has held dual roles as Chief Financial Officer and Chief Revenue Officer. He previously served as Chief Commercial Officer, Chief Financial Officer, and Chief Strategy Officer for Celadon Group, Inc. ■ Finance: During Mr. Albrecht’s tenure at Reliance Partners, he has led the company through its first two audits, secured three new credit facilities, and brought in a private equity firm. His background includes capital markets, financial strategy, data analysis, economic and market research, e-commerce and a keen understanding of what institutional investors are looking for. He was a Chartered Financial Analyst from 1993-2017. Mr. Albrecht is a designated financial expert. ■ Value Creation and M&A: During his tenure at Reliance Partners, Mr. Albrecht has led the company through two acquisitions. Under Mr. Albrecht’s leadership, gross written premiums increased by $350 million, rising from $120 million to $470 million. ■ Logistics: Mr. Albrecht brings over three decades of experience in the transportation and logistics sector. At Celadon Group, Mr. Albrecht oversaw pricing, network design and customer relationships.
		Career Highlights: ■ Reliance Partners ■ Chief Revenue Officer (2020 – Present) ■ Celadon Group, Inc. ■ Chief Commercial Officer, Chief Financial Officer, Chief Strategy Officer & Executive Vice President (2017 – 2019) ■ Sword & Sea Transport Advisors, LLC ■ President (2016 – 2017) ■ BB&T Capital Markets ■ Managing Director of Transportation Research (2009 – 2016)
		Education: ■ B.S. (Business Administration – Finance), University of Central Missouri

ANN G. BORDELON
Age 59 Director since: Jan. 2026 INDEPENDENT Committees: ■ Audit	Key Skills and Experience: ■ Senior Leadership: Currently serves as Executive Vice Chancellor for Finance & Administration at the University of Arkansas. She previously served as Chief Financial Officer for Mitchell Communications and Chief Financial Officer and Chief Administration Officer at NOWDiagnostics. She also brings nearly 13 years of experience from prior roles at Walmart. ■ Finance and Accounting: Ms. Bordelon brings over 33 years of financial and accounting experience including as Chief Financial Officer of both public and private companies. While serving as Chief Audit Executive of Walmart, Ann was responsible for managing all aspects of the Audit Committee of the Board. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Ms. Bordelon is a designated financial expert. ■ Governance: During her tenure at NOWDiagnostics, she was responsible for all governance, board management, human resources and legal matters.
		Career Highlights: ■ University of Arkansas ■ Executive Vice Chancellor for Finance & Administration (2020 – Present) ■ Mitchell ■ Chief Financial Officer (2017 – 2019) ■ NOWDiagnostics ■ Chief Financial Officer and Chief Administrative Officer (2015 – 2017) ■ Walmart ■ Senior Vice President, Finance & Strategy (2014 – 2015) ■ Chief Financial Officer, Walmart Asia (2013 – 2014) ■ Chief Financial Officer, Sam’s Club (2010 – 2013) ■ Chief Audit Executive (2007 – 2010)
		Board Experience: ■ Portillo’s (NASDAQ: PTLO, 2020 – Present) ■ America’s CAR-MART, Inc. (NASDAQ: CRMT, 2023 – Present)	Education: ■ B.S. (Accounting and Information Systems), University of Arkansas

EDUARDO F. CONRADO
Age 59 Director since: Nov. 2016 INDEPENDENT Lead Independent Director since: October 2025 Committees: ■ Compensation ■ Nominating/ Corporate Governance	Key Skills and Experience: ■ Senior Leadership: Currently serves as President and Chief Executive Officer at Ascension, one of the largest private healthcare systems in the U.S. operating more than 2,600 health care sites and 120 hospitals, with a workforce of over 300,000. Prior to this role, Mr. Conrado served in various senior management positions at Motorola Solutions across the company’s corporate and international businesses in a range of consumer and commercial segments. ■ Corporate Strategy: Brings over 30 years of strategy implementation and execution across the healthcare and technology sector. At Ascension, Mr. Conrado has led critical tactical initiatives aligning the company’s portfolio and investments to better serve its patients. At Motorola, Mr. Conrado oversaw the company’s growth strategy and drove innovation across the company’s products, services and software divisions. ■ Value Creation and M&A: While at Motorola and Ascension, Mr. Conrado has overseen the acquisition strategy of multiple companies, providing significant growth and expansion of the services offerings.
		Career Highlights: ■ Ascension ■ Chief Executive Officer (2026 – Present) ■ President (2023 – Present) ■ Executive Vice President, Chief Strategy & Innovation Officer (2019 – 2023) ■ Executive Vice President & Chief Digital Officer (2018 – 2019) ■ Motorola Solutions ■ Executive Vice President, Chief Innovation Officer & Chief Strategy Officer (2015 – 2018) ■ Senior Vice President & Chief Innovation Officer (2014 – 2015) ■ Senior Vice President (Marketing & IT) (2013 – 2014) ■ Senior Vice President & Chief Marketing Officer (2010 – 2013) ■ Senior Vice President & Chief Marketing Officer (Enterprise Mobility Solutions, Home and Network Business and Broadband Mobility Solutions Businesses) (2009 – 2010)
		Board Experience: ■ Southwest Airlines (NYSE: LUV, 2023 – 2025)	Education: ■ B.S. (Industrial Engineering), Texas Tech University; M.B.A., ESADE; M.I.M., Thunderbird School of Global Management at Arizona State University

BOBBY K. GEORGE
Age 53 Director since: Jan. 2026 INDEPENDENT Committees: ■ Audit	Key Skills and Experience: ■ Senior Leadership: Currently serves as Senior Vice President and Chief Digital Officer at Carrier Global Corporation, a world leader in HVAC, and Refrigeration. Prior to joining Carrier, he served as Senior Vice President and Chief Information Officer for services, manufacturing and engineering at General Electric. ■ Value Creation and M&A: While at General Electric he guided their Digital’s software products strategy across GE verticals and business units. In this capacity, he led software-enabled productivity and modernization initiatives and was responsible for delivering $428 million of digital productivity through delivery of software enabled capabilities. ■ Technology Strategy, Digital Innovation and Cybersecurity: At Carrier, he oversees digital strategy, information technology, data monetization and cybersecurity functions. He successfully led Carrier’s digital evolution post-spin-off, building the necessary organizational and digital capabilities to operate as an independent $21 billion company.
		Career Highlights: ■ Carrier ■ Senior Vice President and Digital Officer (2018 – Present) ■ General Electric ■ Senior Vice President and Chief Information Officer, Manufacturing, Engineering and Services (2014 – 2018) ■ St Jude Medical (Now Abbott) ■ Vice President, Global Service (2010 – 2014) ■ Vice President and Chief Information Officer (2006 – 2010) ■ Swiss RE ■ Senior Vice President, Claims and Client Markets (2006 – 2006)
		Education: ■ B.E. (Chemical Engineering), National Institute of Technology Rourkela; M.B.A. (Finance, Information Systems), International Management Institute

MICHAEL P. HOGAN
Age 66 Director since: Oct. 2016 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance (Chair)	Key Skills and Experience: ■ Senior Leadership: Served as Chief Development & Strategy Officer at Earned Wealth. Mr. Hogan was part of the founding team at Earned Wealth, the first financial advisory firm created specifically to serve physicians, where he has served as Chief Strategy Officer, Chief Growth Officer, and Head of Corporate Development. Prior to this role, Mr. Hogan served as President of Tax-Smart Innovation at Blucora and as Executive Vice President, Strategic Business & Brand Development for GameStop Corporation. ■ Corporate Strategy: At Earned Wealth, Mr. Hogan transformed the company into a leading provider of wealth services and tax planning, reaching clients in 24 states. At GameStop, he oversaw the company’s successful diversification and transformation, including over 40 acquisitions producing $1 billion plus businesses in Retail Technology, Digital Gaming, and Licensed Products. At Blucora, he created the “Tax-Smart Investing” business unit, which has delivered $300 million plus in client tax savings.
		Career Highlights: ■ Earned Wealth (previously Forme Financial) ■ Chief Development & Strategy Officer (2022 – 2025) ■ Blucora ■ President (Tax-Smart Innovation) (2018 – 2020) ■ GameStop Corporation ■ Executive Vice President (2012 – 2018) ■ Senior Vice President & Chief Marketing Officer (2008 – 2012) ■ Strategic Frameworking ■ Principal (2002 – 2007) ■ Dean Foods Company ■ Senior Vice President & Chief Marketing Officer (1998 – 2001) ■ Frito-Lay ■ Vice President (International Marketing) (1985 – 1998)
		Education: ■ B.S. (Economics), Northern Illinois University; M.B.A. (Finance and Marketing), Northwestern University

JUDY R. MCREYNOLDS
Age 63 Director since: Jan. 2010 Chairman of the Board since: 2016 Committees: ■ None	Key Skills and Experience: ■ Senior Leadership: Serves as Chairman of the Board of ArcBest. Since joining ArcBest in 1997, Ms. McReynolds has held a broad range of senior leadership roles, including Chief Executive Officer; President; Senior Vice President, Chief Financial Officer and Treasurer; Vice President – Controller; and Director of Corporate Accounting. Ms. McReynolds was a driving force behind transforming ArcBest into a logistics powerhouse with a full suite of logistics solutions that meet customers’ supply chain needs. Individually, Ms. McReynolds has been recognized for numerous awards in leadership and business, including Forbes 50 Over 50 and Women Inc. Most Influential Corporate Board Directors. ■ Value Creation and M&A: Guided ArcBest M&A strategy, leading the company during its $235 million acquisition of MoLo Solutions, adding scale to its full truckload solution and enabling the achievement of $5 billion in revenue in 2022, a significant milestone. Optimized the business through the approximately $100 million sale of FleetNet America to Cox Automotive Mobility Solutions in 2023. In 2012, Ms. McReynolds oversaw ArcBest’s $180 million acquisition of what is now called Panther Premium Logistics^®, bolstering the company’s end-to-end logistics solutions. ■ Finance and Accounting: Formerly a Certified Public Accountant, Ms. McReynolds brings over 32 years of public and private finance experience in senior roles at ArcBest (including CFO), P.A.M. Transportation Services and Ernst & Young. ■ Logistics: Ms. McReynolds brings over 32 years of experience in the transportation and logistics industry, including 28 years with the company. Under her leadership, ArcBest evolved into a multibillion-dollar integrated logistics company — leading the way with cutting-edge technology and customized solutions that help keep the global supply chain moving.
		Career Highlights: ■ ArcBest Corporation ■ Chairman (2016 – Present) ■ Chief Executive Officer (2010 – 2025) ■ President (2010 – 2024) ■ Senior Vice President, Chief Financial Officer, Principal Accounting Officer & Treasurer (2006 – 2010) ■ Vice President & Controller (2000 – 2006) ■ Controller (1998 – 1999) ■ Director (Corporate Accounting) (1997 – 1998)
		Board Experience: ■ OGE Energy Group (NYSE: OGE, 2011 – Present) ■ First Bank Corp (Private) (2011 – Present) ■ First National Bank of Fort Smith (Private) (2011 – Present)	Education: ■ B.B.A. (Accounting), University of Oklahoma
		Select Awards ■ The Stevie^®Awards for Women in Business: 2024 Gold Winner, Female Executive of the Year – Business Services, 2,500+ Employees ■ Women Business Collaborative’s Women CEOs in America list (2023) ■ Women’s Foundation of Arkansas Top 100 Women of Impact (2023) ■ Arkansas Business Hall of Fame Class of 2023 ■ Arkansas’ 250 Most Influential Leaders (2024, 2023, 2022, 2020, 2019 and 2018) ■ Arkansas Business Executive of the Year (2022) ■ Forbes 50 Over 50 (October 2022)

SETH K. RUNSER
Age 41 Director since: Jan. 2026 Committees: ■ None	Key Skills and Experience: ■ Senior Leadership: Serves as ArcBest President and Chief Executive Officer. Mr. Runser joined the Company in 2007 and has served as ABF President, Chief Operating Officer, ABF Vice President – Linehaul Operations, and Regional Vice President – Operations. ■ Corporate Strategy: As President and Chief Executive Officer, he has championed transformative initiatives like City Route Optimization, the Vaux™ technology suite, ArcBest View™ and AI-powered tools that deliver a more consistent, resilient customer experience. ■ Logistics: Brings nearly twenty years of experience in the transportation and logistics world.
			Career Highlights: ■ ArcBest Corporation ■ Director (2026 – Present) ■ Chief Executive Officer (2026 – Present) ■ President (2024 – Present) ■ ABF Freight ■ President (2021 – 2024) ■ Chief Operating Officer (2021 – 2021) ■ Vice President – Linehaul Operations (2019 – 2021) ■ Regional Vice President – Operations (2016 – 2019) ■ Service Center Manager (2011 – 2016) ■ Operations Supervisor (2008 – 2011) ■ Management Trainee (2007 – 2008)
			Education: ■ B.B.A. (Marketing), Kent State University
		Select Awards ■ Arkansas Business Arkansas’ 250 Most Influential Leaders (2025) ■ Arkansas Money & Politics’ (AMP) Influencer of the Year (2025) ■ Northwest Arkansas Business Journal Forty Under 40 Winner (2021)

JANICE E. STIPP
Age 66 Director since: Oct. 2012 INDEPENDENT Committees: ■ Audit (Chair)	Key Skills and Experience: ■ Senior Leadership: Former Senior Vice President, Chief Financial Officer & Treasurer of Rogers Corporation, a developer, manufacturer and seller of high-performance and high reliability engineered materials and components to over 5,000 customers worldwide. Ms. Stipp’s leadership played a pivotal role in accelerating organic and inorganic sales, gross margins and operating income. Prior to this role, Ms. Stipp served as Executive Vice President, Chief Financial Officer and Treasurer at Tecumseh Products Company, a publicly traded global leader in the refrigeration and air conditioning industry. Additional experience includes work in the manufacturing, technology and automotive industries with publicly traded, global corporations and private equity firms. ■ Value Creation and M&A: Brings significant transaction and integration experience in both public and private companies. Oversaw the acquisitions of DeWall Industries, Diversified Silicone Products and Griswold during her tenure at Rogers resulting in more than $800 million in sales. ■ Finance and Accounting: Brings over 36 years of financial and accounting experience including as CFO of both public and private companies. She is a Certified Public Accountant, a Chartered Global Management Accountant and a member of the American Institute of Certified Public Accountants. Ms. Stipp is a designated financial expert.
		Career Highlights: ■ Rogers Corporation ■ Senior Vice President, Chief Financial Officer & Treasurer (2017 – 2018) ■ Vice President, Chief Financial Officer, Chief Accounting Officer & Treasurer (2015 – 2017) ■ Tecumseh Products Company ■ Executive Vice President, Chief Financial Officer, Secretary & Treasurer (2011 – 2015) ■ Revstone Industries ■ Chief Financial Officer (2011 – 2011) ■ Acument Global Technologies ■ Chief Financial Officer (2007 – 2011) ■ GDX Automotive ■ Executive Vice President & Chief Financial Officer (2005 – 2007)
		Board Experience: ■ Diploma PLC (LSE: DPLM, 2024 – Present) ■ Rotork PLC (LSE: ROR, 2020 – Present) (Safety and Sustainability Committee, Member) ■ Sappi Limited (JSE: SAP, 2019 – 2022) ■ Commercial Vehicle Group, Inc. (NASDAQ: CVGI, 2019 – 2021) ■ NN, Inc. (NASDAQ: NNBR, 2019 – 2019)	Education: ■ B.A. (Accounting), Michigan State University; M.B.A. Wayne State University

CHRIS T. SULTEMEIER
Age 63 Director since: Oct. 2025 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance	Key Skills and Experience: ■ Senior Leadership: Currently serves as an Operating Partner for NewRoad Capital Partners, the largest venture capital firm in Arkansas. Previously served as the Executive Vice President of Logistics at Walmart Stores, Inc. and President and Chief Executive Officer of Walmart Transportation, LLC. ■ Value Creation: At Walmart Stores, Inc. he championed initiatives that reduced logistics costs by 12%, saving over $2 billion annually. He led the Walmart team through the ambitious challenge of doubling fleet efficiency over a 10-year span and successfully saved the business over $1 billion annually. ■ Logistics: Brings more than three decades of experience in logistics, transportation and supply chain operations. He led the expansion of Walmart’s logistics network from 15 to over 200 facilities and grew the team from 12,000 to more than 100,000 associates. He also led an initiative to establish a two-day ground eCommerce network that could serve the entire U.S.
		Career Highlights: ■ NewRoad Capital Partners ■ Operating Partner (2017 – Present) ■ Walmart Stores, Inc. ■ Executive Vice President - Logistics (2012 – 2017)
		Board Experience: ■ Yellow Corporation (NYSE: YELL, 2020 – 2025) ■ Duke Realty Corporation (NYSE: DRE, 2018 – 2022)	Education: ■ B.S. (Mechanical Engineering), United States Military Academy at West Point

Skills/Expertise		Abbate	Albrecht	Bordelon	Conrado	George	Hogan	McReynolds	Runser	Stipp	Sultemeier
	Audit Knowledge or experience in auditing functions, including financial audits and testing of internal controls.		●	●		●	●	●		●
	Cybersecurity Experience in the management of information security or cybersecurity risks at companies.				●	●	●	●
	Environmental Sustainability/Corporate Social Responsibility Knowledge or experience in the areas of environmental impact, ethics and responsibility, or strategies to develop long-term stockholder value.	●				●		●	●
	Executive Compensation Knowledge or experience in executive compensation strategy, trends, and pay practices that align executive and stockholder interests to drive company performance and long-term value creation.	●			●		●	●			●
	Finance/Capital Markets Experience in corporate finance and capital markets, including through management experience as a principal financial or accounting officer or oversight of capital markets transactions, that contributes to our Board’s understanding of financial markets and to effective oversight of our capital structure and financial reporting.	●	●	●			●	●		●	●
	HR/Labor Experience in the area of human capital management, human resources practices or union workforce dynamics.			●	●			●	●	●	●
	Legal/Regulatory/Government Relations Understanding of the complex regulatory and governmental environment in which our business operates.		●	●	●			●	●		●
	Risk Management Knowledge and experience with risk management and compliance matters relevant to our business.		●	●	●	●		●	●	●	●
	Technology Background in technology, including through experience in technology-related businesses, bringing critical understanding of our industry and the technological trends and innovation that shape our products, services, and strategy.	●			●	●	●	●	●		●
	Transportation/Logistics Knowledge or experience in or understanding of transportation, logistics, or supply chain, including the operational and economic factors that drive efficiencies and demand for services.	●	●			●		●	●		●
	Senior Executive Experience as a Chief Executive Officer or Senior Executive at a publicly traded company.	●	●	●	●	●	●	●	●	●	●
	Corporate Governance Demonstrated understanding of current corporate governance standards and best practices at public companies.	●	●	●	●			●		●	●
	Mergers and Acquisitions Knowledge or experience in overseeing and executing strategic mergers, acquisitions and other corporate development activities as a senior executive or Board member.	●		●		●		●		●
	Digital Strategy/Transformation Knowledge or experience in overseeing, managing and/or implementing enterprise-wide digital strategy or transformation initiatives.				●	●	●		●


		Management
Management periodically makes presentations to the Board on the Company’s overall risk management program, including reports on the Company’s top existing risks, how the risks have been trending, and how they are addressed by Company strategy; mitigating activities; emerging risks and circumstances; and the effectiveness of the security, back-up, and contingency provisions of the Company’s information systems. Management also evaluates the Company’s compensation policies and practices on an annual basis to determine whether any create risks that are reasonably likely to have a material adverse effect on the Company. The risk assessment, including the conclusions of the Company’s Risk Management Committee, is discussed with the Compensation Committee. At least annually, management provides the Board with an overview of key talent metrics, growth and development programs and employee engagement activities.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE
Messrs. Hogan (Chair), Abbate, Conrado, and Sultemeier Meetings in 2025: 7		The Nominating/Corporate Governance Committee’s responsibilities include: ■ identifying individuals believed to be qualified to become Directors; ■ selecting and recommending to the Board for its approval the nominees to stand for election as Directors or, if applicable, to be appointed to fill vacancies on the Board; ■ determining appropriate compensation for Directors; ■ recommending any changes regarding size, structure, composition, processes and practices of the Board; ■ reviewing the independence of Directors and assessing whether members are meeting the applicable independence standards for service on the various Board committees; ■ working with the Board to identify, evaluate and make recommendations regarding potential successors for the Company’s Chief Executive Officer; ■ reviewing the Company’s Corporate Governance Guidelines; ■ monitoring compliance by Directors with the Company’s stock ownership guidelines; ■ providing oversight with respect to the Company’s ESG and sustainability strategy, practices, and policies and as appropriate provide updates and make recommendations to the Board; ■ monitoring emerging trends, best practices and regulatory developments related to ESG and other sustainability matters; and ■ overseeing the annual Board and Committee evaluations and CEO evaluation.
		The Nominating/Corporate Governance Committee has determined that each current member of the committee is independent, as defined in applicable Nasdaq independence standards.

QUALIFIED LEGAL COMPLIANCE COMMITTEE
Ms. Stipp (Chair), Ms. Bordelon, and Messrs. Albrecht and George.		The Qualified Legal Compliance Committee is responsible for confidentially receiving, retaining and considering any report of evidence of a material violation of securities law, a material breach of fiduciary duty, or a similar material violation of any federal or state law by the Company or by any officer, director, employee or agent of the Company that is made or referred to the Compliance Committee by the Chief Executive Officer or the Company’s Chief Legal Officer or legal advisors. The Audit Committee serves as the Qualified Legal Compliance Committee.


Annual Retainers (Paid in Monthly Installments)
Member	$	95,000
Lead Independent Director		30,000
Audit Committee Chair		25,000
Compensation Committee Chair		20,000
Nominating/Corporate Governance Committee Chair		15,000


		Fees Earned or			Stock			All Other
Name⁽¹⁾		Paid in Cash			Awards^(2,3)			Compensation⁽⁶⁾			Total
Salvatore A. Abbate		$	95,000		$	158,241		$	—		$	253,241
Thomas S. Albrecht			47,500			158,305			—			205,805
Eduardo F. Conrado⁽⁴⁾⁽⁵⁾			112,500			158,241			—			270,741
Fredrik J. Eliasson			95,000			158,241			—			253,241
Michael P. Hogan			97,500			158,241			—			255,741
Kathleen D. McElligott⁽⁴⁾			115,000			158,241			—			273,241
Craig E. Philip			95,000			158,241			—			253,241
Steven L. Spinner⁽⁵⁾			104,167			158,241			26,097			288,504
Janice E. Stipp⁽⁴⁾			120,000			158,241			—			278,241
Chris T. Sultemeier			23,750			159,054			—			182,804


		Vested but Subject to Transfer				Total RSUs
Name		Restrictions⁽ⁱ⁾		Unvested		Outstanding
Salvatore A. Abbate		—		2,725		2,725
Thomas S. Albrecht		—		2,150		2,150
Eduardo F. Conrado		22,150		2,725		24,875
Fredrik J. Eliasson		1,300		2,725		4,025
Michael P. Hogan		3,800		2,725		6,525
Kathleen D. McElligott		—		2,725		2,725
Craig E. Philip		—		2,725		2,725
Steven L. Spinner		—		—		—
Janice E. Stipp		—		2,725		2,725
Chris T. Sultemeier		—		2,450		2,450


COMPENSATION DISCUSSION & ANALYSIS	41	Roles and Responsibilities in Determining Executive Compensation	46

Executive Summary	42	Determining Appropriate Pay Levels	47
Overview of Our Compensation Program	43	Components of Compensation	48
2025 At Risk vs. Fixed Compensation	44	Compensation Risk Assessment	53
Alignment of Cash Incentive Payouts with Operating Income	44	Compensation Program Changes for 2026	54
Key Compensation Governance Policies	45	Other Compensation Policies	54
Compensation Philosophy and Objectives	45	Employment Agreements and Change in Control Provisions	56
Response to 2025 Say on Pay Vote	46	Tax Considerations	57

Name		Title
Judy R. McReynolds⁽¹⁾		ArcBest Chairman and Former Chief Executive Officer
Seth K. Runser⁽¹⁾		ArcBest President and Chief Executive Officer
J. Matthew Beasley		ArcBest Chief Financial Officer
Dennis L. Anderson II		ArcBest Chief Innovation Officer
Michael R. Johns⁽²⁾		Former ArcBest Chief Legal Officer and Corporate Secretary

	Compensation Element	How Paid	Performance Metrics	Rationale
Fixed	Base salary	Cash	N/A	● Provides executives with a minimum level of pay regardless of Company performance, supporting retention and reducing risk. ● Reviewed annually to ensure alignment with role expectations and market conditions. ● Determined based on Executive’s experience; scope and complexity of the position; current objectives and responsibilities; internal equity considerations; individual performance; retention needs; and relevant market factors.
At-Risk (Variable)	Annual incentive (AIP)	Cash	Annual goals for Adjusted Operating Income and Adjusted ROCE	● Encourages management to focus on annual profitability and achievement of the Company’s financial goals. ● Aligns annual performance with drivers of long-term Company success. ● Supports retention of executive talent by rewarding achievement of key financial objectives.
At-Risk (Variable)	Long-term incentive	Cash (C-LTIP) (60% of target)	Three-year goals for relative TSR and Adjusted ROCE	● Rewards management for driving performance against the Company’s key financial metrics. ● Utilizes a three-year performance cycle to reinforce a long-term perspective and incentivize sustainable value creation, profitability, and capital efficiency. ● Employs cash-based long-term awards, reducing dilution associated with relying solely on equity compensation.
At-Risk (Variable)	Long-term incentive			Time-based RSUs (40% of target)	Vest pro-rata over three years following grant date	● Aligns management’s interests with those of stockholders. ● Focuses executives on creating long-term stockholder value over a multi-year period. ● Supports retention of key talent through long-term incentives. ● Discourages inappropriate short-term decision-making by emphasizing sustained performance.


		Ticker	Revenue in 2024		Market Cap⁽²⁾
Company Name⁽¹⁾		Symbol	($ millions)		($ millions)
ArcBest Corporation		ARCB	4,179		2,160
Covenant Logistics Group, Inc.		CVLG	1,131		724
Forward Air Corporation		FWRD	2,474		960
Hub Group, Inc.		HUBG	3,946		2,741
J.B. Hunt Transport Services, Inc.		JBHT	12,087		17,067
Knight-Swift Transportation Holdings Inc.		KNX	7,410		8,591
Landstar System, Inc.		LSTR	4,819		6,069
Old Dominion Freight Line, Inc.		ODFL	5,815		37,493
RXO, Inc.		RXO	4,550		3,894
Saia, Inc.		SAIA	3,209		12,135
Schneider National, Inc.		SNDR	5,291		5,138
TFI International Inc.		TFII	8,397		11,403
Werner Enterprises, Inc.		WERN	3,030		2,222
XPO, Inc.		XPO	8,072		15,376