Arcbest Corp DEF 14A, filed Mar 14, 2025

About this DEF 14A

Arcbest Corp (ARCB)

DEF 14A 2025-03-14 For: 2025-04-25

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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 and President’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 14, 2025.

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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 & CHIEF EXECUTIVE OFFICER	3

ARCBEST CORPORATE CITIZENSHIP 2024 HIGHLIGHTS	5

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	7

PROXY SUMMARY	8

PROPOSAL I. ELECTION OF DIRECTORS	13

Director Nominees	14
Board Skills Profile	23

GOVERNANCE OF THE COMPANY	24

Board Leadership Structure	24
Director Independence	25
How Directors are Selected	25
Board’s Role in Risk Oversight	26
CEO and Executive Leadership Succession Process	27
Committees of the Board	28
Attendance at Meetings	29
Other Board Policies	29
Code of Conduct and Corporate Governance Guidelines	30
Certain Transactions and Relationships	30
Insider Trading, Anti-Hedging and Pledging Policies	30

DIRECTOR COMPENSATION	32

Cash Compensation	32
Equity-Based Awards	32
Miscellaneous Compensation Items	32
Stock Ownership Policy for Non-Employee Directors	32
2024 Director Compensation Table	33
2025 Director Compensation Changes	33

EXECUTIVE OFFICERS OF THE COMPANY	34

EXECUTIVE COMPENSATION	37

Compensation Discussion & Analysis	37

Compensation Committee Report	54
Compensation Committee Interlocks and Insider Participation	54

Summary Compensation Table	55
2024 Grants of Plan-Based Awards	57
Outstanding Equity Awards at 2024 Year-End	58
2024 Option Exercises and Stock Vested	59
2024 Equity Compensation Plan Information	60
2024 Pension Benefits	60
2024 Non-Qualified Deferred Compensation	62
Potential Payments Upon Termination or Change in Control	63
CEO Pay Ratio	67

PAY VERSUS PERFORMANCE	68

PROPOSAL II. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	73

REPORT OF THE AUDIT COMMITTEE	74

PROPOSAL III. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	76

Change in Independent Registered Public Accounting Firm	77
Independent Auditor’s Fees and Services	77
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	78

PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP	79

Delinquent Section 16(a) Reports	80

INFORMATION ABOUT THE MEETING	81

Internet Availability of Proxy Materials	81
Record Date	81
Voting	81

OTHER MATTERS	83

Cost of Solicitation	83
Stockholder Communication with the Board	83
Electronic Delivery of Stockholder Communications	83
Procedure for Submitting Stockholder Proposals and Nominations for 2026 Annual Meeting	83
Householding of Proxy Materials	84

Environmental Sustainability		2024 was another year of steady progress for sustainability at ArcBest, with transparency and accountability remaining a priority. Equipment One of the primary ways we drive efficiency and sustainability in our ABF Freight LTL operations is by maintaining a young fleet with modern features. In 2024, we replaced more than 700 older trucks with new Class 7 and 8 trucks, improving overall fuel efficiency and reducing GHG emissions. We also expanded our electric fleet with additional forklifts and yard tractors. Facilities We made progress on our multi-year Facility Enhancement and Growth Roadmap, with more than 30 additional remodels and renovations of service centers. Upgrades include LED light replacements to reduce electricity consumption and more efficient fixtures to reduce water use, while improving safety and comfort for employees at these locations. Reporting and Monitoring We completed the first two phases of implementation for Salesforce Net Zero Cloud, to help us further develop our greenhouse gas (GHG) emissions calculations, management and disclosures. After completing the Supplier Leadership on Climate Transition (SLoCT) course focused on Scope 3 GHG emissions in 2023, our Manager of Sustainability is taking part in the SLoCT course on target setting, which will be completed in early 2025. Each course provides expert training, insights and resources enabling us to progress in our sustainability journey. Events and Initiatives In 2024, we continued our support of environmentally friendly practices through recycling and composting initiatives at a number of company events and our second annual Earth Day campus clean-up event at our two main campuses in Fort Smith, Arkansas
	IMPROVED TRUCK FLEET WITH OVER 700 NEW CLASS 7 & 8 TRUCKS


	EXPANDED ELECTRIC VEHICLE USE, ADDING 5 ELECTRIC YARD TRACTORS AND 9 ELECTRIC FORKLIFTS


	COMPLETED 30+ REMODELS AND RENOVATIONS AT ABF SERVICE CENTERS

Training and Employee Development		Throughout the year, we continued our commitment towards continuous learning and professional development. Employee Training Our online courses, live webinars and in-person sessions culminated in over 100,000 enrollments in training topics covering both job-specific skills and essential soft skills. Our commitment to excellence in training was acknowledged once again, with our 15^th year on Training Magazine’s Training APEX awards list. In celebration of the 40-year anniversary of the ABF Quality Process, our training team provided over 15,000 hours of focused training to ensure our employees are equipped to effectively identify, fix and eliminate problems through our “5 Step Problem Elimination Process.” Leadership Development Our leadership development programs nurtured over 200 employees through instructor-guided training sessions designed to enhance leadership and management capabilities. These programs support individual learning and align with our performance and succession planning processes to identify and develop future leaders at all levels.
	100,000+ COURSE ENROLLMENTS ACROSS THE ORGANIZATION


	OVER 15,000 TRAINING HOURS ON THE QUALITY PROCESS MARKING ITS 40^TH YEAR


	OVER $200,000 IN EDUCATIONAL ASSISTANCE FOR EMPLOYEES		Education Assistance Program Our Educational Assistance Program continued to support the development of our full-time employees by reimbursing a portion of the costs associated with educational courses. In 2024, we reimbursed over $200,000 to employees pursuing various educational programs, including bachelor’s degrees, master’s degrees, and graduate certificates.

Belonging		We remain committed to creating an inclusive environment where every culture, perspective and experience is valued. We believe that by investing in wellness and development programs, we enable our employees to realize their full potential and deliver innovative solutions. Our employee resource groups (ERGs) continued to provide spaces for employee networking, mentorship and learning. Our ERGs, which are open to all employees, hosted a variety of events both in-person and virtually, totaling over 133 opportunities for connection – from volunteer opportunities to professional development and networking events. ArcBest also led proactive and strategic initiatives to engage a variety of talent pools in 2024 including a Company record 47 recruiting and career events at campuses including the University of Arkansas Pine Bluff and Texas A&M University, as well as programs such as military briefings and career fairs for returning civilians.
	NEARLY 1,000 MEMBERSHIPS ACROSS EMPLOYEE NETWORKS


	COMPANY RECORD NUMBER OF CAREER EVENTS ATTENDED

Philanthropy		In 2024, we continued supporting our three philanthropy pillars with strategic initiatives aimed at positively impacting the places where we live, work and operate. ■ Community — Supported communities across the country by partnering with disaster relief organizations and participating in community wellness initiatives including Diversified Foods, Inc., Toys for Tots, and Almost Home Shelter and Rescue. ■ Education — Continued participating in education programs, such as the Fort Smith Public Schools mentorship program. We also hosted events focused on safety and spreading awareness on STEM careers, such as our “Touch a Truck Event” and “ABTech School Days.” ■ People — Contributed to the wellbeing of people with unique needs through several safety, health and wellness events and philanthropic initiatives, including the 2024 Truck Convoy for Special Olympics Arkansas and the annual Safety Drive for a Cure. Our employees also raised funds for donation to Make-A-Wish^® Foundation, dedicated to granting life-changing wishes for children with critical illnesses, impacting the lives of families in Arkansas, Missouri, Ohio, Texas and Illinois. Our efforts to make a positive impact across the country continue to expand, reaching an increasing number of towns and cities.
	OVER 180 ORGANIZATIONS IMPACTED BY TOTAL PHILANTHROPIC GIVING


	AWARDED SCHOLARSHIPS TO STUDENTS THROUGH EMPLOYEE DEPENDENT SCHOLARSHIP PROGRAM

	5 WISHES GRANTED THROUGH MAKE-A-WISH^®IN COLLABORATION WITH ARCBEST LEADERSHIP ACADEMY CLASS OF 2023

DATE & TIME April 25, 2025 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 24, 2025 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 25, 2025, 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 nine directors for a one-year term to expire at the 2026 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 2025;

		❹	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 14, 2025.


		Michael Johns Chief Legal Officer and Corporate Secretary
		RECORD DATE; PROXIES Only stockholders of record at the close of business February 24, 2025, 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 81 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 25, 2025: The Proxy Statement and 2024 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 83 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 25, 2025, at 7:30 a.m. (CDT)	At the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916	February 24, 2025

Proposal	Board Voting Recommendation	Vote Required to Pass	Where to Find More Information
Elect nine directors for a one-year term	FOR all nominees	A nominee is elected by a majority of the votes cast*	Page 13
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 73
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025	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


		What’s New?
■ In April 2024, we published our Sustainability Report for the calendar year 2023, marking the fifth year of reporting on our sustainability initiatives. Visit arcb.com/about-arcbest/sustainability to view the report.⁽¹⁾ ■ In July 2024, we announced the appointment of Seth Runser as ArcBest President and Matt Godfrey as ABF Freight President, a testament to our robust succession planning process. See page 27 for more information. ■ During fourth quarter 2024, we engaged with stockholders representing 37% of our outstanding shares, and we took action in response to their feedback on our governance practices. See page 12 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	56	Jan. 2023
Eduardo F. Conrado	President for Ascension	58	Nov. 2016		1
Fredrik J. Eliasson	Former Executive Vice President and Chief Financial Officer for Change Healthcare Inc.	54	Dec. 2019		1
Michael P. Hogan	Chief Development and Strategy Officer for Earned Wealth	65	Oct. 2016
Kathleen D. McElligott	Former Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation	69	Jul. 2015
Judy R. McReynolds Chair	Chief Executive Officer for ArcBest	62	Jan. 2010		1
Dr. Craig E. Philip	Professor, Vanderbilt University	71	Aug. 2011
Steven L. Spinner Lead Independent Director	Operating Partner for MidOcean Partners	65	Jul. 2011		1
Janice E. Stipp	Former Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation	65	Oct. 2012		2

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 3-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 56 Director since: Jan. 2023 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance	Key Skills and Experience: ■ Senior Leadership: CEO and member of the Board of Directors of Veritiv, a leading business-to-business specialty distribution solutions company. Remained as CEO after the company’s sale to Clayton, Dubilier & Rice (“CDR”). Provided key leadership throughout the company’s efforts to focus on growth-oriented initiatives, operational efficiency and best-in-class technology implementation. Under Mr. Abbate’s leadership of Veritiv, the company stock rose from under $13.00 per share in October of 2020, to $170 per share on December 1, 2023, when its acquisition by CDR closed. 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 CEO, led the execution of Veritiv’s $2.6 billion sale to CDR in 2023 at a significant premium. Prior to the company’s sale, Mr. Abbate executed several additional transformation transactions at Veritiv, including the divestitures of Veritiv’s logistics solutions and Canadian businesses that funded the company’s share repurchase program, debt repayment and growth initiatives. Adjusted EBITDA has more than tripled during Mr. Abbate’s tenure as CEO. Since going private, Veritiv has made five additional acquisitions in 2024, and the organization will continue its transformational organic and inorganic strategic execution. Additionally, Veritiv has won a number of awards, including being recognized two years in a row as a Fortune Magazine Most Admired Workplaces and a Most Loved Workplace by Newsweek Magazine. Additionally, the company received Best Places to Work accolades in Downey, CA, Cincinnati, OH, Atlanta, GA and Jacksonville, FL. ■ 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

EDUARDO F. CONRADO
Age 58 Director since: Nov. 2016 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance (Chair)	Key Skills and Experience: ■ Senior Leadership: Currently serves as President at Ascension, one of the largest private healthcare systems in the United States 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 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 oversaw the acquisition strategy of multiple companies, providing significant growth and expansion of the services offerings.
		Career Highlights: ■ Ascension ■ 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 – Present)	Education: ■ B.S. (Industrial Engineering), Texas Tech University; M.B.A., ESADE; M.I.M., Thunderbird School of Global Management

FREDRIK J. ELIASSON
Age 54 Director since: Dec. 2019 INDEPENDENT Committees: ■ None	Key Skills and Experience: ■ Senior Leadership: Served as Executive Vice President and CFO of Change Healthcare, a leading provider of revenue and payment cycle management for the U.S. healthcare system. Oversaw over $2 trillion in annual claims and led the company during its initial public offering and sale to Optum. Prior to this role, Mr. Eliasson served in multiple senior management roles, including both CFO and Executive Vice President Sales & Marketing, at CSX Corporation, one of the largest rail-based freight transportation and logistics companies in the United States. ■ Value Creation and M&A: Led Change Healthcare through its IPO in 2019 and eventual $13 billion sale to Optum in October 2022. As a member of senior management at CSX, Mr. Eliasson helped transform the company’s business focus, drove revenue and earnings growth and increased stockholder value substantially, with CSX’s value more than doubling during his tenure. ■ Capital Markets: CFO of Change Healthcare during its IPO in 2019. Played an integral role in the organization of financial, corporate governance, risk and investor relation materials, among others.
		Career Highlights: ■ Change Healthcare ■ Executive Vice President & Chief Financial Officer (2018 – 2022) ■ CSX Corporation ■ Executive Vice President & Chief Sales & Marketing Officer (2015 – 2017) ■ Executive Vice President & Chief Financial Officer (2012 – 2015) ■ Vice President - Sales & Marketing (Chemicals and Fertilizer) (2011 – 2012) ■ Vice President (Emerging Markets) (2009 – 2011)
		Board Experience: ■ Gates Industrial Corporation (NYSE: GTES, 2022 – Present) ■ Envision Healthcare (Private) (2023 – Present) ■ Copeland (Private) (2023 – Present)	Education: ■ B.A.(Finance), Virginia Commonwealth University; M.B.A., Virginia Commonwealth University

MICHAEL P. HOGAN
Age 65 Director since: Oct. 2016 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance	Key Skills and Experience: ■ Senior Leadership: Serves 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 has 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 – Present) ■ 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

KATHLEEN D. MCELLIGOTT
Age 69 Director since: Jul. 2015 INDEPENDENT Committees: ■ Compensation (Chair) ■ Nominating/ Corporate Governance	Key Skills and Experience: ■ Senior Leadership: Served as Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation before retiring in February 2020. Oversaw critical and transformational strategic initiatives in technology, supply chain and commercialization services in North America and Europe. Prior to this role, Ms. McElligott served in numerous senior leadership roles at Emerson Electric and GE Aircraft Engines. ■ Value Creation and M&A: During her tenure at McKesson, Emerson Electric and GE, Ms. McElligott engaged in multiple acquisition processes from due diligence through integration, yielding improved growth and operational efficiency. Additionally, Ms. McElligott served as a director during Forescout’s $1.9 billion sale to Advent, achieving an approximately 30% share price premium and positioning the company for continued innovation and delivery of cybersecurity products and solutions. ■ Logistics: Brings over 30 years of experience in technology, logistics and supply chain management through senior leadership roles at McKesson, Emerson Electric and GE Aircraft Engines. At McKesson, Ms. McElligott oversaw the technology for a network of 30 distribution centers servicing retail national accounts, independent retail pharmacies and institutional healthcare providers with critical pharmaceutical drugs and healthcare-related products. ■ Technology and Cybersecurity: Ms. McElligott brings significant experience in technology and cybersecurity across multiple senior roles at McKesson, Emerson Electric and GE Aircraft Engines. As CIO and CTO of McKesson, Ms. McElligott oversaw all technology initiatives and provided support and guidance for the development of the company’s healthcare technology products and application development processes. During her tenure as CIO of Emerson, Ms. McElligott managed the company’s information technology strategy, operations, governance and information security for its global operations, including hardware, software and services, as well as its telecommunications and data center infrastructure.
		Career Highlights: ■ McKesson Corporation ■ Executive Vice President, Chief Information Officer & Chief Technology Officer (2015 – 2020) ■ Emerson Electric Company ■ Vice President & Chief Information Officer (2010 – 2015) ■ Vice President, Industrial Automation Business (2003 – 2010) ■ Vice President, Power Transmission (2000 – 2003) ■ GE Aerospace (formerly GE Aircraft Engines) ■ Chief Information Officer, Supply Chain (1997 – 2000)
		Board Experience: ■ Forescout Technologies (NASDAQ: FSCT, 2019 – 2020)	Education: ■ B.A. (Computer Science), Kent State University; M.B.A., Xavier University

JUDY R. MCREYNOLDS
Age 62 Director since: Jan. 2010 Chairman of the Board since: 2016 Committees: ■ None	Key Skills and Experience: ■ Senior Leadership: Serves as Chairman and CEO of ArcBest, overseeing significant growth and value creation across all verticals. Ms. McReynolds joined ArcBest in 1997 and has served as President; Senior Vice President, CFO and Treasurer; Vice President - Controller; and Director of Corporate Accounting. Ms. McReynolds has been the driving force behind diversifying 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: Guides 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: A Certified Public Accountant, Ms. McReynolds brings over 31 years of public and private finance experience in senior roles at ArcBest (including CFO), P.A.M. Transportation Services and Ernst and Young. ■ Logistics: Ms. McReynolds guides ArcBest with over 31 years of experience in the transportation and logistics industry, including 28 years with the company. Under her leadership, ArcBest has 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 – Present) ■ 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) ■ P.A.M. Transportation Services ■ Director (Financial Reporting and Taxation) (1995 – 1997) ■ Ernst & Young ■ Senior Manager (1990 – 1995)
		Board Experience: ■ OGE Energy Group (NYSE: OGE, 2011 – Present) ■ First Bank Corp (Private) (2011 – Present) ■ First National Bank of Fort Smith (Private) (2011 – Present) ■ American Trucking Association (Private) (2010 – 2022; 2024 – Present) ■ American Transportation Research Institute (2010 – 2022)	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) ■ Gartner CEO Talent Champion (October 2022) ■ Comparably Best CEOs for Women and Best CEO (2023, 2022, and 2021) ■ Global Trade Magazine Top Ten Women in Logistics (July 2021 and July 2020) ■ Women Inc. Most Influential Corporate Board Directors (December 2019) ■ Recognized “Female Executives Advancing in Trucking Industry” by Transport Topics (June 2019) ■ Women in Trucking Association Distinguished Woman in Logistics (April 2019) ■ The CEO Connection Top 25 Most Influential Women in the Mid-Market (2018, 2017, 2016, 2015)

DR. CRAIG E. PHILIP
Age 71 Director since: Aug. 2011 INDEPENDENT Committees: ■ Audit	Key Skills and Experience: ■ Senior Leadership: Former CEO of Ingram Barge, a leading provider of domestic marine transportation services. During his 30-year career with Ingram Barge, starting as Vice President Strategic Planning, he led an aggressive acquisition program that transformed Ingram Barge into the third largest for-hire river carrier in the United States. Dr. Philip began his career at Consolidated Rail Corporation and later joined Southern Pacific Railroad where he was Vice President of the Intermodal Division as it became one of the first to deploy doublestack container railcars and the first purpose-built intermodal terminal for such railcars adjacent to the ports of LA/Long Beach. ■ Logistics: Brings over 40 years of logistics experience in intermodal operations, maritime shipping and railroad marketing. Dr. Philip is currently the Director of the Vanderbilt Center for Transportation and Operational Resiliency (VECTOR), a research institute with a focus on the integration of transportation infrastructure systems with funding from both public and private sponsors. Recognizing his contributions to Information Technology and Management Innovation, Dr. Philip was elected to the National Academy of Engineering in 2014. ■ Risk Management: One of Dr. Philip’s key research areas at VECTOR is the application of risk management tools to transportation systems, carrier safety management, and transport policy and regulation. At Ingram Barge, he oversaw and championed the company’s “Zero Harm” safety initiatives, and as chair of the industry’s main trade association, led efforts with federal regulators to modernize the required safety inspection and regulatory oversight regimes.
		Career Highlights: ■ Vanderbilt University ■ Research Professor & Director of Vanderbilt Center for Transportation and Operational Resiliency (2015 – Present) ■ Ingram Barge Company (Division of Ingram Industries) ■ Chief Executive Officer (1999 – 2014) ■ President (1994 – 1999) ■ Southern Pacific Railroad Company ■ Vice President (Intermodal Division) (1987 – 1991)
		Board Experience: ■ Transportation Research Board (Research Non-Profit) ■ Marine Board (2016 – 2024) (Chairman 2022-2024) ■ Executive Committee (2020 – Present) ■ Multiple National and Regional Advocacy, Social Service and Academic Non-Profits	Education: ■ B.S.E (Civil Engineering), Princeton University; M.S.E and Ph.D. (Civil Engineering), Massachusetts Institute of Technology

STEVEN L. SPINNER
Age 65 Director since: Jul. 2011 INDEPENDENT Lead Independent Director since: 2022 Committees: ■ Audit	Key Skills and Experience: ■ Senior Leadership: Former President, CEO and Chairman of United Natural Foods (UNFI), North America’s premier grocery wholesaler. Mr. Spinner retired in 2021, and his contributions over 12 years catalyzed UNFI to new heights, increasing annual sales from $3 billion to over $26 billion. Prior to this role, Mr. Spinner served as President and CEO of Performance Food Group, overseeing significant strategy and scaling initiatives. ■ Value Creation and M&A: Oversaw over $3 billion worth of transactions during his tenure at UNFI, including the company’s transformative $2.8 billion acquisition of Supervalu. The acquisition of Supervalu accelerated UNFI’s “build out the store” strategy, diversified its customer base, enhanced cross-selling opportunities, expanded market reach and scale and led to significant cost savings and accelerated growth. ■ Logistics: Brings over 25 years of logistics experience in the wholesale distribution business through numerous executive management positions. At UNFI, Mr. Spinner oversaw the company’s national network of multi-tiered logistics distribution centers. In 2021, the company offered nearly 300,000 products across all grocery verticals and operated over 57 distribution centers and warehouses representing approximately 30 million square feet of warehouse space. Mr. Spinner’s transformative growth efforts and logistical innovations made UNFI the premier North American coast-to-coast wholesale distributor with customers in all fifty states as well as all ten provinces in Canada.
		Career Highlights: ■ MidOcean Partners ■ Operating Partner (2021 – Present) ■ Boxcar Partners ■ General Partner (2021 – Present) ■ United Natural Foods, Inc. ■ President, CEO and Chairman (2008 – 2021) ■ Performance Food Group ■ President & CEO (2006 – 2008) ■ President & COO (2005 – 2006) ■ Senior Vice President & Division Chief Executive, Broadline (2002 – 2005)
		Board Experience: ■ GP-Act III Acquisition Corp. (Nasdaq: GPAT, 2024 – Present) ■ United Natural Foods (NYSE: UNFI, 2008 – 2021) ■ Performance Food Group (NYSE: PFGC, 2006 – 2008)	Education: ■ Bachelor’s (Business Administration), Albright College

JANICE E. STIPP
Age 65 Director since: Oct. 2012 INDEPENDENT Committees: ■ Audit (Chair)	Key Skills and Experience: ■ Senior Leadership: Former Senior Vice President, CFO & 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, CFO 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 Grinswold 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 (LSE: ROR, 2020 – Present) (Safety and Sustainability Committee, Member) ■ Sappi Limited (JSE: SAP, 2019 – 2022) ■ Commercial Vehicle Group (NASDAQ: CVGI, 2019 – 2021) ■ NN, Inc. (NASDAQ: NNBR, 2019 – 2019)	Education: ■ B.A. (Accounting), Michigan State University; M.B.A, Wayne State University

Skills/Expertise		Abbate	Conrado	Eliasson	Hogan	McElligott	McReynolds	Philip	Spinner	Stipp
	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 enterprise 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
Mr. Conrado (Chair), Ms. McElligott and Messrs. Abbate and Hogan Meetings in 2024: 5		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 evaluation 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), Mr. Spinner and Dr. Philip		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 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		Total
Salvatore A. Abbate	$	95,000	$	145,800	$	—	$	240,800
Eduardo F. Conrado⁽⁴⁾		110,000		145,800		—		255,800
Fredrik J. Eliasson		95,000		145,800		—		240,800
Michael P. Hogan		95,000		145,800		—		240,800
Kathleen D. McElligott⁽⁴⁾		115,000		145,800		—		260,800
Craig E. Philip		95,000		145,800		—		240,800
Steven L. Spinner⁽⁵⁾		125,000		145,800		—		270,800
Janice E. Stipp⁽⁴⁾		120,000		145,800		—		265,800


	Vested but Subject to Transfer		Total RSUs
Name	Restrictions⁽ⁱ⁾	Unvested	Outstanding
Salvatore A. Abbate	—	1,250	1,250
Eduardo F. Conrado	20,900	1,250	22,150
Fredrik J. Eliasson	1,300	1,250	2,550
Michael P. Hogan	3,800	1,250	5,050
Kathleen D. McElligott	1,600	1,250	2,850
Craig E. Philip	—	1,250	1,250
Steven L. Spinner	—	1,250	1,250
Janice E. Stipp	—	1,250	1,250


COMPENSATION DISCUSSION & ANALYSIS	37	Roles and Responsibilities in Determining Executive Compensation	42

Executive Summary	38	Determining Appropriate Pay Levels	43
Overview of Our Compensation Program	39	Components of Compensation	44
Compensation Program Changes for 2024	39	Compensation Risk Assessment	49
2024 At Risk vs. Fixed Compensation	40	Compensation Program Changes for 2025	50
Alignment of Cash Incentive Payouts with Operating Income	40	Other Compensation Policies	50
Key Compensation Governance Policies	41	Employment Agreements and Change in Control Provisions	53
Compensation Philosophy and Objectives	41	Tax Considerations	53
Response to 2024 Say on Pay Vote	42

Name		Title
Judy R. McReynolds		ArcBest Chairman and Chief Executive Officer
Seth K. Runser⁽¹⁾		ArcBest President
J. Matthew Beasley		ArcBest Chief Financial Officer
Dennis L. Anderson II		ArcBest Chief Strategy Officer
Michael E. Newcity⁽²⁾		Former ArcBest Chief Innovation Officer and ArcBest Technologies President

	Compensation Element	How Paid	Performance Metrics	Rationale
Fixed	Base salary	Cash	N/A	Ensures that an executive receives a minimum level of pay irrespective of Company performance, which is important for retention and risk reduction. Reviewed annually and reflects executive’s experience, the scope and complexity of the executive’s position, current objectives and responsibilities, internal equity, the executive’s performance, retention needs, and market factors.
At-Risk (Variable)	Annual incentive (AIP)	Cash	Annual goals for Adjusted Operating Income and Adjusted ROCE	Designed to encourage our management to focus on profitability and the attainment of Company financial goals, on an annual basis, that we believe will lead to our long-term success and promote retention of our executive talent.
At-Risk (Variable)	Long-term incentive	Cash (C-LTIP) (60% of target)	Three-year goals for relative TSR and Adjusted ROCE	Designed to reward management and drive performance with respect to the Company’s key financial metrics. The three-year performance cycle encourages a long-term perspective incentivizing sustainable value creation along with profitability and capital efficiency. Using cash-based awards also mitigates the dilutive effect of solely offering long-term equity compensation.
At-Risk (Variable)	Long-term incentive			Time-based RSUs (40% of target)	Vest pro-rata over three years following grant date	Aligns interest of management with stockholders, focuses our executives on stockholder valuation creation over a multi-year period, helps to retain key talent and discourages inappropriate short-term behaviors.


	Ticker	Revenue in 2024	Market Cap⁽¹⁾
Company Name	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


	Base Salary at December 31, 2023		Base Salary at December 31, 2024
Judy R. McReynolds		$ 900,000		$ 927,000
Seth K. Runser⁽¹⁾		475,000		575,000
J. Matthew Beasley		450,000		463,500
Dennis L. Anderson II		430,301		430,301
Michael E. Newcity		432,012		444,972


Performance Measure	Weighting	Rationale
Adjusted Operating Income	60%	The use of Adjusted Operating Income reinforces the Company’s emphasis on profitable growth.
Adjusted ROCE	40%	Adjusted ROCE measures the efficient use of corporate assets to create profitable growth and aligns executives’ interest with our profitability and appropriate employment of capital, which increases the value of the Company to its stockholders. We use a historical average ROCE of the S&P 500, typically over a period of at least ten years, so the performance target does not reflect short-term market volatility. We believe the S&P 500 is an appropriate performance benchmark because it is a broad-based group of U.S. companies in leading industries and reflects the risk and return characteristics of the broader market on an ongoing basis. While the S&P 500 primarily includes companies that are larger than the Company, the performance of these companies reflects stable, well-managed organizations. The Committee believes that performance at or above the level of the S&P 500 companies is acceptable performance and worthy of performance-based incentive payments.


	Annual Target Incentive (% of Base Salary)⁽¹⁾
Judy R. McReynolds	110	%
Seth K. Runser⁽²⁾	80	%
J. Matthew Beasley	65	%
Dennis L. Anderson II	60	%
Michael E. Newcity	65	%


	Payout* (% of target earned)
Measure	0%	50% Threshold	100% Target	250% Maximum	Weighting
Adjusted Operating Income					60_%


	Payout* (% of target earned)
Measure	0%	50% Threshold	100% Target	250% Maximum
Adjusted ROCE % Achieved					40_%