UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
| Filed by the Registrant | | Filed by a Party other than the Registrant |
| Check the appropriate box: | |
 | Preliminary Proxy Statement |
| Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
 | Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material under §240.14a-12 |
ArcBest Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
| No fee required. |
| Fee paid previously with preliminary materials. |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
Our Company
ArcBest® is a multibillion-dollar integrated logistics company that leverages our technology and a full suite of shipping and logistics solutions to meet our customers’ supply chain needs.needs and help keep the global supply chain moving.
We use our technology, expertise and power of scale to connect shippers with the solutions they need — from ground, air and ocean transportation to fully managed supply chains. With the ability to optimize, connect and deliver across various modes of transportation, we serve as a single logistics resource and help keep the global supply chain moving.resource. This integrated approach combined with our technology and expertise, helps ensure our customers have the right solutions to get the job done —best solution mix, no matter the shipment size, type of product or speed of delivery.
We started 100 yearsover a century ago as a local Arkansas freight hauler. Today, throughwe’re a logistics powerhouse with global reach and 15,000 employees across 250 campuses and service centers. We’re partnering with customers — from small businesses to some of the nation’s largest enterprises — to meet their logistics needs and solve their most pressing supply chain challenges. This transformation is the result of organic growth, smart strategic acquisitions, visionary leadership and talented, resilient people who are driven to find a mindset focused onway to get the future, we’re a publicly traded $5 billion logistics powerhouse with over 15,000 employees across more than 250 campuses and service centers.job done, no matter what.
ArcBest isserves as a partner and trusted advisor, with our customers at the center of it all.advisor. We listen, getput ourselves in our customers’ shoes and constantly look for opportunities to know their business and look at things from their perspective, so the strategies andoptimize. The solutions we recommend align with theirour customers’ goals. And when the unexpected happens, we’re there to help.
Our long history of innovation enriches theseour deep customer relationships. We’re focused on helping our customers navigate their logistics challenges now and in the future. We invest heavily in leading-edge, transformative, strategic initiatives aimed at transformation — helping shippers and capacity providers successfully navigate the complex logistics landscape. With a strong emphasis on disruptive technology and advanced analytics, we’re enabling more sustainable supply chains and delivering intelligent solutions that make it easier for our customers to achieve their objectives.
In pursuit of our mission to connect and positively impact the world through solving logistics challenges and aligned to our values-driven culture, we’re also focused on advancing Environmental, Social and Governance (ESG) initiatives. We’re committed to identifying, analyzing and reporting on ESG-related data and conducting business in a way that helps create a safer, more sustainable and inclusive company and world. This includes our commitment to having a workplace that respects all cultures, perspectives and experiences so that we provide the best atmosphere forencourage our employees to think creatively, challenge the status quo and develop innovative technology that creates operational efficiencies and helps advance the best service to our customers.global supply chain.
Welcome to ArcBest.
References in this Proxy Statement to “ArcBest,” the “Company,” “we,” “us,” and “our” include ArcBest Corporation together with its subsidiaries.
Our Values | Creativity
We create | Integrity |
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|  We do the |  Collaboration
We work | ||||
Growth |
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 We grow our people |  Excellence
We exceed |  Wellness
We embrace | ||||
TABLE OF CONTENTS
PRIOR DIRECTOR ELECTION RESULTS & RESPONSIVENESS TO STOCKHOLDER ENGAGEMENT | 22 |
| GOVERNANCE OF THE COMPANY |
PROPOSED |
| Back to Contents | |
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Judy R. McReynolds
ArcBest Chairman, President & Chief Executive Officer
[●], 2023
“We started in 1923 as a small, local freight hauler, and today we are a multibillion-dollar integrated logistics powerhouse.”
Judy R. McReynolds “We started 100 years ago as a small, local freight hauler. Today, we are a multibillion-dollar integrated logistics powerhouse.”
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DILUTED SHARE | Dear ArcBest Stockholders, Successfully reaching a century is not just a milestone; it’s a testament to our customer-centric approach and our team’s unwavering dedication and resilience. Throughout the decades, we have faced many challenges — adapting, evolving, and emerging stronger each time. 2023 was no exception. Despite a softer market and industry disruption, we generated customer growth, drove efficiencies, and launched award-winning innovations. The strength of our strategy prevailed as customers leaned on our expertise, scale, and integrated solutions to build flexibility and efficiency into their supply chains. As we move into 2024, we continue pursuing a balanced approach to capital allocation while executing our long-term vision and strategy focused on people, technology, and our integrated solutions. And we will remain a trusted advisor to our customers, helping them find the right mix of solutions for their everyday logistics needs while solving their most pressing supply chain challenges now and in the future. With innovation at our core, we are investing in cutting-edge technology like autonomous forklifts, AI, dynamic routing and online tools that make it easier for our customers to connect and do business. We are also accelerating our facility expansion efforts to bolster capacity and better serve our customers. Additionally, we recognize the significance of our role in our customers’ operations, understanding that our actions can influence their environmental impact and their ability to ship freight promptly and efficiently. We remain focused on our sustainability efforts, and we continue anticipating and responding to market changes, standing alongside our customers through disruptions and creating solutions that keep their supply chains moving. And, with our people at the heart of our success, we are committed to providing a workplace that respects all cultures, perspectives and experiences, where our employees can grow and do their best work. ArcBest is well-positioned to serve customers and create value for stockholders for the next century as we move forward with our mission to connect and positively impact the world through solving logistics challenges. We maintain our commitment to growth, efficiency and innovation, and our strategic pillars guide us toward accelerated progress as we work toward our long-term financial targets. On behalf of our Board of Directors and our 15,000 team members, I thank you for your continued trust and support as we embark on our next chapter, confident in our ability to forge ahead and define the future of logistics. Warm regards,
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Dear ArcBest Stockholders,
I am very pleased to invite you to attendFor the ArcBest Corporation Annual Meeting on Wednesday, April 26, 2023, at 8:00 a.m. CDT. The meeting will be held in person at our corporate headquarters, 8401 McClure Drive, Fort Smith, Arkansas 72916. As we approach the Annual Meeting, I would like to provide an update on ArcBest in 2022 and where we are today.
In 2022, ArcBest achieved many financial milestones, with our secondthird consecutive year, of record-setting annual revenue and net income. We also marked one year since acquiring MoLo Solutions, which has enabled us to deliverwe were awarded a more seamless and enhanced truckload solution. This, in turn, has helped us provide better customer service and carrier management.
2023 marks an extraordinary milestone — our 100th anniversary. Since getting our start in 1923 as a small, local freight hauler in western Arkansas, we have evolved into a $5.3 billion-dollar integrated logistics powerhouse. With more than 15,000 employees, we develop best-in-class and innovative approaches that help keep the global supply chain moving.
ArcBest is mindful of the changing economic and industry environment, and we continue to pursue a balanced approach to capital allocation. Looking ahead, we will continue to execute on our long-term vision and strategy focused on people, technology and our integrated solutions. And we will continue to listen to our customers and view our business through their lens. With longstanding partnerships, our customers trust us to identify and provide the right solutions and help drive their business forward. We are committed to deliveringbronze medal for them at every turn.
With innovation at our core, we see tremendous opportunity to serve our employees, shippers and capacity providers more effectively and efficiently by leveraging technology. ArcBest invests heavily on innovation with substantial investment in strategic projects and transformative initiatives. With this focus, we are building the future of logistics technology.
Additionally, as part of our growth strategy, our team continues to focus on our Environmental, Social and Governance (ESG) efforts. Our industry impacts the environment, and we believe it’s our responsibility to develop solutions that help reduce that impact.
ArcBest is well positioned to continue to serve customers and create value for stockholders for the next century. We are committed to delivering on our goals and driving growth as we work toward our long-term financial targets. Our work in 2022 and beyond continues to be guided by our mission to connect and positively impact the world through solving logistics challenges.
At this year’s meeting, you will be asked to vote on five proposals listed in the enclosed Notice of Annual Meeting: I. the election of nine nominees to serve on our Board of Directors for a one-year term; II. the advisory vote to approve executive compensation; III. the advisory vote on the frequency of future advisory votes on executive compensation; IV. the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023; and V. the amendment of the Company’s Restated Certificate of Incorporation to update the exculpation provision. Please take time to review the information on each of the proposals contained within this Proxy Statement. The Board of Directors recommends that you vote FOR Proposals I, II, IV and V and “1 Year” for Proposal III.
On behalf of our Board of Directors and our 15,000+ team members, thank you for your ongoing support and for being part of our journey to 100 years. I look forward to this year and all of the opportunities ahead.
Very truly yours,
At ArcBest, we continue to make progress on our environmental, social and governance (ESG) initiatives. In 2022, we made strides in measuring CO2 emissions, developing our philanthropy framework, and advancing spaces for diverse employee communities.
We’re proud to have earned, for the second time, Bronze medal status for our 2022 sustainability rating from EcoVadis, a sustainability intelligence provider that rates more than 100,000 companies worldwide.globally. With criteria across four themes (Environment, Labor & Human Rights, Ethics and Sustainable Procurement), Bronze status recognizes companies performing in the top 50% of all companies rated.
In
We continued to develop our Scope 1 and Scope 2 emissions reporting and are now able to report alternate fuels separately from petroleum-based diesel. This allows us to report our emissions more accurately and account for our use of more sustainable fuels. We made several additional disclosures and continue to align our annual reporting to the Sustainability Accounting Standards Board (SASB) standards and the Task Force on Climate-related Financial Disclosures (TCFD) framework.
Efficiency within our operations is one of our top sustainability and business priorities. After piloting our innovative City Route Optimization technology in 2022, it was rolled out to all ABF Freight System, Inc., our largest subsidiary, was named an EPA SmartWay High Performer for the 2nd consecutive year, our 3rd time to receive this designation.® service centers in 2023, reducing extra miles and emissions. We have made it a priority to minimize fuel consumption and reduce emissions through operational improvements and equipment upgrades. We also continue to pilot electric yard tractors, forklifts and Class 6straight trucks and evaluate their performance in our ABF Freight operations. We moved our two existing electric straight trucks to further explore emissions-reduction opportunities.a higher-demand service area and added a third electric straight truck pilot.
For the first time, we calculated and disclosed our Scope 1 and Scope 2 greenhouse gas emissions
We also focused on improving efficiency in our ESG Report released in June 2022. We made several additional disclosures in 2022, making progress toward aligning to the Sustainability Accounting Standards Board (SASB) standards for ESG reportingfacilities. Remodels and the Task Force on Climate-Related Financial Disclosures (TCFD) framework.
As part ofrenovations, following our Facility Enhancement and Growth plan, we remodeled and renovated a number of facilities across the country, replacing thousands ofcontinued in 2023. These improvements included converting nearly 1,800 lighting fixtures withto LED, improving power efficiency, safety and upgrading restroom fixtures. In addition to the benefits for employees, we expect these improvements to reduce our electricity and water consumption.employee experience. We look forward to monitoring the results over time.
As both a facility upgrade and a step toward reducing emissions, we have nearlyalso completed the installation of aour 50,000 kWh solar power system at our Fort Wayne, INIndiana service center. This system will produce approximately 50,000 kWhcenter and are developing remote monitoring of the system’s output of renewable electricity each yearelectricity.This will support our sustainability reporting and will serve asevaluation of the project’s effectiveness.
Finally, we contracted with an architecture and engineering consultant with expertise on sustainability to evaluate potential emissions reduction strategies within our operations. Consultants worked closely with our sustainability team and coordinated with leaders across the business to identify possible strategies, their current and future feasibility, and the impact they might have on our emissions.
After being invited by a pilotcustomer, we participated in the Supplier Leadership on Climate Transition (SLoCT) course focused on Scope 3 emissions. The course covered Scope 3 emissions measurement methodology in accordance with the Greenhouse Gas Protocol, including identifying material emissions sources, applying emissions factor sources and improving the inventory over time. We are making progress toward being able to explore the potential for systems at other facilitiesreport on our Scope 3 emissions in the future.
Throughout 2023, we partnered with Food Loops at a variety of our Fort Smith campus events. Food Loops, based in Arkansas, is a company specializing in sustainability solutions that we learned about during our environmentally-themed Imagine innovation event in 2022. Across the four Food Loops events, we were able to divert 1,261 pounds of waste from the landfill through recycling and composting.
 | CONVERTED NEARLY 1,800 LIGHTING FIXTURES TO LED |
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In 2022, we announced three foundational philanthropy pillars to help guide our impact: community, education, and people. Through these pillars, we donated over $1 million to over 150 organizations across the country.
Within our Community pillar, we continued serving in focus areas, including the United Way of Fort Smith Area, local events — such as Paint the Park Pink, True Grit Ride and The Walk to End Alzheimer’s — and local developments. Within our Education pillar, we matched employee contributions to over 18 schools through our Educational Match Program. As a Fort Smith Partners in Education organization, employees also devote time to students through mentorship programs and STEM activities like Girls Who Code and LEGO robotics competitions. Within our People pillar, we positively impacted the world through the causes our employees care about, including the Polaris Project, Ronald McDonald House, Down Syndrome Connections, and St. Jude Children’s Research Hospital.
In alignment with the People pillar, the Leadership Academy Class of 2021 fundraised over $42,000 for Project Hero — a non-profit that supports rehabilitation therapy for veterans and military members through cycling. Along with this donation, employees at service centers in Dayton and South Chicago fundraised over $50,000 for the Fischer House Foundation and Canaryville Veteran Riders Association, demonstrating our continued support of veteran causes.
| SOLAR POWER SYSTEM AT A SERVICE CENTER | |
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 | OVER 1,200 LBS OF WASTE DIVERTED FROM LANDFILLS |
/ 20232024 PROXY STATEMENT 5
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| COMMUNITY | EDUCATION | PEOPLE |
With the announcement of our Philanthropy Pillars in late 2022, we were able to make strategic investments with our resources and time to promote partnerships that reinforce our mission to positively impact the world. Driven by Community, Education, and People, we gave $2 million to over 250 organizations across our network,impacting the regions where our employees live, work, and play. This included a special commitment of $1 million in giving in honor of our centennial celebration.
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| OVER 250 ORGANIZATIONS IMPACTED BY PHILANTHROPY, WITH OVER $2 MILLION IN TOTAL PHILANTHROPIC GIVING | $1 MILLION COMMITTED IN GIVING AS PART OF CENTENNIAL CELEBRATIONS |
As part of our centennial giving efforts, we wanted to give back to the communities we’ve been part of during our century in business. Through the Service Center Grant Program, giving was guided by the hearts of our employees from all corners of the country totaling nearly $150,000 to 89 nonprofit organizations nominated by service centers.
Another key giving initiative in 2023 included ArcBest’s Spot-A-Trailer social media campaign, where we committed to give $100 per social media post that included the hashtag #Heartof100. Each quarter, we announced a new, national nonprofit to receive funds. At the end of 2023, $100,000 was distributed across the following quarterly partners:
| ■ | Feeding America - Community Pillar |
| ■ | Dolly Parton’s Imagination Library - Education Pillar |
| ■ | St. Christopher Trucker Relief Fund - People Pillar |
| ■ | Fisher House Foundation - People Pillar |
Employees continued to lead the way in championing important causes and volunteerism. The Leadership Academy Class of 2022 raised over $60,000 for 988 Suicide & Crisis Lifeline — a non-profit providing free and confidential emotional support to people in suicidal crisis or emotional distress. In support of the annual United Way of Fort Smith Day of Caring, over 100 employees volunteered their time completing service projects. Throughout the year, our employees also continued to be a positive presence for youth, mentoring students in elementary school and high school. We are proud of the impact efforts led and adopted by our teams as they continue to serve those around them.
In 2022, a top priority was continuing to ensure all employees feel safe2023, our DEI initiatives benefited from expanded employee engagement and welcome, as well as expanding our diverse talent pools. Incommunication strategies, guided by the first quarter, we launched a DEI Task Force, with employees from acrossled by employee resource groups (ERGs), and supported by the organization. This 12-member group is responsible for providing recommendations and employee feedback around DEI, as well as identifying best practices for workplace inclusivity. Based on the recommendations of this group, we highlighted several diverse holidays andCorporate Social Responsibility (CSR) Team. Employees learned about national heritage months internallythrough eboards, traded diverse recipes, and externallyeven experienced a live performance of Vietnamese lion dancing.
During the year, four additional ERGs were formed, adding to our two ERGs announced in 2022:
| ■ | NEW!Distinct Minds:Supporting and fostering belonging for neurodivergent employees, and those caring for neurodivergent loved ones. |
| ■ | NEW!Military Veterans Employee Resource Group (VERG): Enhancing the work environment for employees who are military veterans, are currently serving military members, or are military family members. |
| ■ | NEW!Women In Supply Chain (WISC): Empowering, supporting, and advocating for all women in the supply chain industry. |
| ■ | NEW!Mosaic: Elevating the experiences and highlighting the needs of employees of color. |
| ■ | CoNECT (previously, the New Hire Focus Group): Creating a welcoming community for employees who are new to the company, have recently relocated or are looking for support in making new connections. |
| ■ | Pride Network: Creating a positive experience for LGBTQ+ employees and promoting education, visibility and allyship. |
4 NEW ERGS
FORMED
/ 2024 PROXY STATEMENT 6
Together, our six ERGs experienced sizable member growth for the first time — including Juneteenth, Diwali,year. With upwards of 760 employee members, our ERGs hosted over 100 employee-led events. As our ERGs have continued to form, the resources we’ve been able to provide have also expanded to include online merchandise stores, branding, and Native American Heritage Month. The DEI Task Force also hosted its first events, including a New Hire Inclusion Nightcompany-wide communication.
Our efforts to attract diverse talent strengthened in 2023. In partnership with our neuro-inclusivity employment advisor, Integrate, we conducted awareness and a virtual Hispanic Heritage Month Panel Discussion.
interview training with managers and individual contributors. Through the ArcBest Recruiting team,our recruiting teams, we attended 10over 25 recruiting and career events at diverse campuses including multiple Historically Black Colleges and Universities (HBCUs) and one Native American-serving Nontribal Institution (NASNTI). Additionally, through the Student Opportunity Center we partnered with Morgan State University, an HBCU in Baltimore, for an experiential classroom project during the fall semester.
We also began a search for a neuroinclusivity employment advisor. In October, we announced our collaboration with Integrate — a nonprofit organization that helps identify, recruit and retain professionals on the autism spectrum — to foster a neuroinclusive workforce and continue attracting the best talent with unique skill sets.
An initial employee resource group (ERG) framework was developed by the DEI Task Force, with two new groups forming at the end of 2022. The first employee-led group is focused on creating community around new hires and relocated employees (CoNECT: Colleagues Networking and Embracing Community Ties), and the second is focused on the LGBTQ+ community and allyship (Pride Network).
We also continued trackingprograms.Tracking new hire diversity. In 2022, 61%diversity in 2023, 54% of our new hires represented one or more of the diverse backgrounds categorized by gender, race, ethnicity, and military status.
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OVER 25 DIVERSE CAREER
EVENTS ATTENDED
We also announced the launch of our Employee Dependent Scholarship Program in December 2023, with the application period opening in early 2024, and first scholarships awarded for the Fall 2024 semester. We’re proud to continue investing in our employees and their families, and we know our support is paramount to fostering growth within our organization and our communities.
Our people are at the heart of our success, and we work to ensure they have the resources and training necessary to be successful in their roles. In 2022,2023, we provided our employees with over 680700 different online course titles, totalingreaching over 38,00056,000 enrollments into online courses across the organization. We also offered over 400750 sessions of over 100170 different live course titles, via webinar or in-person, totaling over 10,00015,000 enrollments and over 43,00061,000 hours of live training on job skills and soft skills topics. Through our Aspiring Leaders Program, Leadership Series, and Leadership Academy, over 250400 employees across the organization received instructor-guided training designed to develop skills for leadership and management.
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| 72,000+ COURSE ENROLLMENTS ACROSS THE ORGANIZATION |
ArcBest was No. 17 on Training Magazine’s 2023 Training APEX awards list - our seventh consecutive year to be ranked in the top 20.Living true to our value of Excellence, our training team delivered over 270210 hours of Quality Process content. This course ensures employees are familiar with the “5 Step Problem Elimination Process” and helphelps us live out our vision of “We’ll Find A Way”.
ArcBest was recognized as a 2022 Training APEX award winner by Training magazine, improving year-over-year in this ranking from spot 16 to spot 14.
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| 7TH CONSECUTIVE YEAR ON TRAINING APEX AWARDS LIST |
Our Educational Assistance Program continued supporting full-time employee development by reimbursing a percentage of the cost for educational courses. In 2022, $260,1302023, more than $190,000 was reimbursed to employees pursuing graduate certificates and master’s degrees. Along with supporting employee learning, our performance and succession processes help us identify the next generation of company leaders; 249over 250 employees were flagged as potential successor candidates for senior leadership roles.
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/ 20232024 PROXY STATEMENT 67
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APRIL 26, 2024
8:00 a.m. Central Daylight Time
ArcBest Headquarters
8401 McClure Drive
Fort Smith, Arkansas 72916
You are cordially invited to attend the Annual Meeting of Stockholders of ArcBest Corporation (“ArcBest” or the(the “Company”) on April 26, 2023,2024, at 8:00 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 to 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:
To elect nine directors for a one-year term to expire at the 2024 Annual Meeting of Stockholders;
To conduct an advisory vote to approve executive compensation;
Toconduct an advisory vote on the frequency of holding future advisory votes on executive compensation;
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023;
To approve amendment of the Company’s Restated Certificate of Incorporation to update the exculpation provision; and
To act upon such other matters as may properly be brought before the meeting affecting the business and affairs of the Company.
| I. | To elect nine directors for a one-year term to expire at the 2025 Annual Meeting of Stockholders; |
| II. | To conduct an advisory vote to approve executive compensation; |
| III. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024; |
| IV. | To approve an amendment of the Company’s Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements; and |
| V. | 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, [●], 2023.March 15, 2024.
Michael Johns
Chief Legal Officer and Corporate Secretary
Only stockholders of record at the close of business February 27, 2023,26, 2024, 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 7280 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 26, 2023:2024: The Proxy Statement and 20222023 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 74
 | If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 82 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 72917-0048 / 479-785-6000
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
| 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 |
/ 2024 PROXY STATEMENT 8
/ 2023 PROXY STATEMENT 7
THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION FROMABOUT THE MEETING AND THE COMPANY, WHICH IS DISCUSSED IN GREATER DETAIL IN THIS PROXY STATEMENT, AND DOES NOT CONTAIN ALL THE INFORMATION THAT YOU SHOULD CONSIDER. YOU SHOULD READ THE ENTIRE PROXY STATEMENT BEFORE VOTING YOUR SHARES. FOR MORE COMPLETE INFORMATION REGARDING ARCBEST’S 20222023 PERFORMANCE, PLEASE REVIEW OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022.2023.
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| WHERE | RECORD DATE |
| Friday, April 26, at 8:00 a.m. (CDT) | At the principal offices of the
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This Proxy Statement is furnished to the stockholders of the Company in connection with the solicitation of proxies on behalf of the ArcBest Board of Directors (the “Board”) to be voted at the Annual Meeting. The matters we will act upon at the Annual Meeting are:
Proposal | Board Voting
| Vote Required to Pass | Where to Find
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Elect nine directors for a one-year term | FOR all nominees | A nominee is elected by a | Page | |||
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 | ||
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| 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 | ||
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Approve an amendment of the Company’s Second Amended and Restated Certificate of Incorporation to |
| FOR | The affirmative vote of the holders of not less than 66 2/3% of the outstanding voting stock | Page |
| * | A majority of votes cast means that the number of shares voted “for” a director nominee’s election must exceed the number of shares voted “against” it. |
 | What’s New? | |||
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| ■ | We commemorated our Company’s 100th anniversary throughout the year in 2023, sponsoring a number of activities that included employee engagement, philanthropy and community involvement. | |||
| ■ | In April 2023, we published our
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| ■ | During third and fourth quarter 2023, we engaged with stockholders representing over 40% of our
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| (1) | Documents referenced or hyperlinked in this proxy statement are not and will not be incorporated by reference unless expressly indicated otherwise. Such documents may contain information from various sources and our assumptions thereon and may also contain hypothetical or adverse scenarios and assumptions that may not necessarily be representative of current, actual or expected risks or results. You are cautioned not to place undue weight on such information. | |
/ 2023 PROXY STATEMENT 8
Name | Occupation | Age | Director Since | Independent | Other Public Directorships | Committees | |||
Audit | Compensation | Nominating/Corporate Governance | |||||||
Salvatore A. Abbate | Chief Executive Officer for Veritiv Corporation | 54 | 2023 |  | 1 |
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Eduardo F. Conrado | President for Ascension | 56 | 2016 | |
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Fredrik J. Eliasson | Former Executive Vice President and Chief Financial Officer for Change Healthcare Inc. | 52 | 2019 | | 1 | |  |
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Michael P. Hogan | Chief Growth and Strategy Officer for Forme Financial | 63 | 2016 | |
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Kathleen D. McElligott | Former Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation | 67 | 2015 | |
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Judy R. McReynolds Chair | President and Chief Executive Officer for ArcBest | 60 | 2010 |
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Dr. Craig E. | Professor, Vanderbilt University | 69 | 2011 | |
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Steven L. Spinner Lead Independent Director | Operating Partner for MidOcean Partners | 63 | 2011 | |
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Janice E. | Former Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation | 63 | 2012 | | 1 | | |
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/ 20232024 PROXY STATEMENT 9
| Committees | ||||||||
| Name | Occupation | Age | Director Since | Independent | Other Public Directorships | Audit | Compensation | Nominating/Corporate Governance |
| Salvatore A. Abbate | Chief Executive Officer for Veritiv Corporation | 55 | Jan. 2023 |  | | | ||
| Eduardo F. Conrado | President for Ascension | 57 | Nov. 2016 | | 1 | |  | |
| Fredrik J. Eliasson | Former Executive Vice President and Chief Financial Officer for Change Healthcare Inc. | 53 | Dec. 2019 | | 1 |  | ||
| Michael P. Hogan | Chief Development and Growth Officer for Earned | 64 | Oct. 2016 | | | | ||
| Kathleen D. McElligott | Former Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation | 68 | Jul. 2015 | | | | ||
| Judy R. McReynolds Chair | President and Chief Executive Officer for ArcBest | 61 | Jan. 2010 | 1 | ||||
| Dr. Craig E. Philip | Professor, Vanderbilt University | 70 | Aug. 2011 | | | |||
| Steven L. Spinner Lead Independent Director | Operating Partner for MidOcean Partners | 64 | Jul. 2011 | | | |||
| Janice E. Stipp | Former Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation | 64 | Oct. 2012 | | 2 |  | ||
| Member | | Chair |  | Audit Committee Financial Expert |
Back to Contents/ 2024 PROXY STATEMENT 10
Our nine nominees represent a diverse range of skills:
Supply chains continued to be disrupted, and in 2022,
In 2023, the economy was a top challenge for many shippers who depended on ArcBest’s expertise as an integrated logistics providerpowerhouse to help them navigate the challenges of effectivelymarket disruptions, rapidly changing market conditions and efficiently delivering their products.increased supply chain complexity. With over 15,000 employees utilizing their industry knowledge while offering a breadth of solutions, ArcBest truly lived out its mission to connect and positively impact the world throughby efficiently solving logistics challenges. In 2022, we achieved record revenue, operating income, net income and earnings per share.Our team continues to respond nimbly to evolving market dynamics in real time, pivoting quickly to profitably serve our customers. We have accomplished a lot,successfully completed our 100th year in business, and we are positioned to make much more progress inbe successful for the future.next century as we continue to transform through innovation, investment, and an intense focus on quality.
 |  | $ OPERATING INCOME FROM |   | $ |
| DILUTED EARNINGS PER SHARE
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Our executive compensation program strikes a balance between fixed and variable elements. As shown below, 80%79% of compensation for our CEO, and 68%64% of compensation (on average) for our other Named Executive Officers, was at risk in 2022.2023.
/ 20232024 PROXY STATEMENT 1011
The Compensation Committee continually reviews the Company’s executive compensation program to ensure our practices promote stockholders’ best interests. Some of our key policies are summarized below.
What We Do: |
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  | We tie pay to performance. The majority of executive pay is at risk. |  |
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| Half (50%) of the long-term incentive value granted to Named Executive Officers is contingent on the Company’s performance over a 3-year period. | |
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| | We use three-year ratable vesting for our restricted stock units to encourage retention and a long-term perspective. | |||
| Named Executive Officers and Directors are subject to significant stock ownership requirements. | |||
| We have caps on both the annual incentive and long-term incentive payouts. | |
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| We have a robust clawback | |
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| We conduct annual risk assessments of our compensation plans. | |
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| 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. | |||
| What We Don’t Do: | |
 | NO tax gross-up payments for any amounts considered excess parachute payments. |
| NO single-trigger payments upon a change in control. |
| NO excessive perquisites. |
| NO hedging or pledging of Company stock. |
| NO employment agreements with our Named Executive Officers. |
| NO re-pricing of stock options without stockholder approval. |
| NO guaranteed bonuses. |
Feedback from our stockholders is very important to us. The Company engages with stockholders through various means, including in-person meetings, investor conferences, one-on-one calls and our Annual Meeting. The objectives of our stockholder engagement program are to discuss our strategic priorities, corporate governance and executive compensation practices, among other topics; strengthen our relationships with our investors; address any concerns raised in prior engagements; ensure we meet evolving investor expectations; and convey our approach to maximizing stockholder value. The information and viewpoints gathered in our discussions with stockholders are critical to informing our priorities and strategies.
In 2023, we also engaged in stockholder outreach efforts specifically in response to the results of the 2023 election of directors, reaching out to holders representing over 65% of our outstanding shares to discuss our corporate governance policies and practices. Of those stockholders we contacted, stockholders representing over 40% of our outstanding shares scheduled appointments to meet with our management team. For additional information regarding our stockholder engagement activities, including feedback received from stockholders in relation to, and actions taken in response to, the outcome of the 2023 annual meeting, see “Prior Director Election Results & Responsiveness to Stockholder Engagement.”
/ 20232024 PROXY STATEMENT 1112
The Board recommends a vote “FOR” each of the nominees.
All of the nominees are currently serving as directors of the Company.Company and were elected at the 2023 Annual Meeting of Stockholders. If elected, each nominee will serve until ArcBest’s Annual Meeting of Stockholders in 20242025 or until their respective successors are duly elected and qualified or until the individual’s earlier death, resignation or removal from office. Based on a recommendation from the Nominating/Corporate Governance Committee, the Board appointed Salvatore A. Abbate to the Board on January 30, 2023. Prior to his appointment, Mr. Abbate was recommended to the Nominating/Corporate Governance Committee as a potential Board candidate by Korn Ferry, which was engaged by the Nominating/Corporate Governance Committee to assist in identifying potential Board candidates.
Each nominee has indicated a willingness to serve as a member of the Board, if elected. If, for any reason, a nominee becomes unable to serve or will not serve, either the number of the Company’s directors will be reduced or the Board will designate a substitute nominee.
The Company’s bylaws provide that, in an uncontested election, directors are elected by a pluralitymajority of the votes cast by stockholders, in person or by proxy, at a meeting at which a quorum is present. TheThis means that the number of shares voted “for” a director nominee’s election must exceed the number of shares voted “against” it. In an uncontested election, a nominee who does not receive a majority of votes cast will not be elected, and the Company’s bylaws also require that any incumbent director in an uncontested election who does not receive the affirmative vote of a majority of the votes cast must promptly tender a resignation to the Board. The Nominating/Corporate Governance Committee will consider any resignation tendered under this policy and recommend to the Board whether to accept or reject it, and the Board will act on such resignation, taking into account such recommendation, within 90 days following the certification of the election results. The director who tenders his or her resignation under this policy will not vote with respect to recommending of the Nominating/Corporate Governance Committee or the decision of the Board with respect to the resignation.
The Nominating/Corporate Governance Committee in making its recommendation, and the Board in making its decision, may consider any information it deems appropriate, including any reasons given by stockholders for their votes against a director, the qualifications of the director, and the director’s contributions to the Board and the Company. The Board will promptly disclose its decision to accept or reject the resignation and, if rejected, the reasons for doing so. If a director’s resignation is not accepted by the Board, then such director will continue to serve. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any remaining vacancy or decrease the size of the Board.
Unless otherwise instructed, or unless authority to vote is withheld, your proxy will be voted for the election of each of the nominees.
/ 2024 PROXY STATEMENT 13
A biography of each Director nominee, current as of February 1, 2023,26, 2024, appears below. There are no family relationships among any of the nominees and executive officers of the Company or its subsidiaries.
| SALVATORE A. ABBATE | |||
Age
Director since: Jan. 2023
INDEPENDENT
Committees: ■
| Key
■ Value Creation and M&A: As CEO, led the execution of Veritiv’s $2.6 billion sale to CDR in 2022 at a significant premium. Prior to ■ 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 SVP and Chief Sales | ||
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 | |||
Board Experience: ■ Veritiv (Private) (2020 – present) | Education: ■ B.S. (Industrial Engineering), Georgia Institute of | ||
/ 20232024 PROXY STATEMENT 1214
| EDUARDO F. CONRADO | |||
Age
Director since: Nov. 2016
INDEPENDENT
Committees: ■
■ Nominating/ | Key
■
140 hospitals. Prior to this role, Mr. Conrado ■ Corporate Strategy: Brings over 25 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 | ||
Career Highlights: ■ Ascension ■ President (2023 – Present) ■ Executive Vice President, ■ Executive VP & Chief Digital Officer (2018 – 2019) ■ Motorola Solutions ■ Executive Vice President, Chief Innovation Officer & Chief Strategy Officer (2015 – 2018) ■ Senior Vice President ■ Senior Vice President ■ Senior Vice President ■ Senior Vice President | |||
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 | ||
| FREDRIK J. ELIASSON | |||
Age
Director since: Dec. 2019
INDEPENDENT
Committees: ■ Audit | Key
■
U.S. healthcare system. Oversaw over $2 trillion in annual claims and led the company during its initial public offering and sale to OptumInsight. Prior to this role, Mr. Eliasson ■ Value Creation and M&A: Led Change Healthcare during its IPO in ■ Capital Markets: CFO of Change Healthcare during its IPO in | ||
Career Highlights: ■ Change Healthcare ■ Executive Vice President ■ CSX Corporation ■ Executive Vice President ■ Executive Vice President & Chief Financial Officer ■ 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., Virginia Commonwealth University; M.S., Virginia Commonwealth University | ||
/ 2024 PROXY STATEMENT 15
| MICHAEL P. HOGAN | |||
Age
Director since: Oct. 2016
INDEPENDENT
Committees: ■
| Key
Mr. Hogan is part of the ■ Corporate Strategy: At Earned, Mr. Hogan has transformed the company into a leading provider of wealth services and tax planning, reaching clients in 24 states. At GameStop, he | ||
Career Highlights: ■ Earned (previously Forme Financial) ■ Chief Development & Growth Officer (2022 – Present) ■ Blucora ■ President (Tax-Smart Innovation) (2018 – 2020) ■ GameStop Corporation ■ Executive Vice President (2012 – 2018) ■ Senior Vice President ■ Strategic Frameworking ■ Principal (2002 – 2007) ■ Dean Foods Company ■ Senior Vice President ■ Frito-Lay ■ Vice President | |||
Education: ■ B.S. (Economics), Northern Illinois University; M.B.A. (Finance and Marketing), Northwestern University | |||
/ 2023 PROXY STATEMENT 13
| KATHLEEN D. MCELLIGOTT | |||
Age
Director since: Jul. 2015
INDEPENDENT
Committees: ■ Compensation ■ Nominating/ | Key
■ 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 ■ 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 | ||
Career Highlights: ■ McKesson ■ Executive Vice President, Chief Information Officer ■ Emerson Electric Company ■ Vice President ■ Vice President, Industrial Automation ■ Vice President, ■ 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 | ||
/ 2024 PROXY STATEMENT 16
| JUDY R. MCREYNOLDS | |||
Age
Director since: Jan. 2010
Chairman of the
Committees: ■ None | Key ■
creation across all verticals. Ms. McReynolds joined ArcBest in 1997 and has served as ■ 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 ■ Finance and Accounting: A Certified Public ■ Logistics: Ms. McReynolds guides ArcBest with over 30 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) ■ President & Chief Executive Officer (2010 – Present) ■ 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 ■ 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 (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 (2021, 2022 and 2023) ■ Global Trade Magazine Top Ten Women in Logistics (July 2020 and July 2021) ■ 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) | |||
/ 2024 PROXY STATEMENT 17
| DR. CRAIG E. PHILIP | |||
Age
Director since: Aug. 2011
INDEPENDENT
Committees: ■
| Key ■
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■ 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 | ||
■ Ingram Barge Company (Division of Ingram Industries) ■ Chief Executive Officer ■ President ■ Southern Pacific Railroad ■ Vice President (Intermodal Division) (1987 – 1991) | |||
Board Experience: ■ Marine Board of the Transportation Research Board (Private, 2016 - present, Chairman since 2022) ■ Multiple National and Regional Advocacy, Social Service and Academic Non-Profits | Education: ■ B.S.E (Civil Engineering), Princeton | ||
/ 2023 PROXY STATEMENT 14
| STEVEN L. SPINNER | |||
Age
Director since: Jul. 2011
INDEPENDENT Lead Independent
Committees: ■ Audit | Key
(UNFI), North America’s premier grocery wholesaler. Mr. Spinner ■ Value Creation and M&A: Oversaw over $3 billion worth of transactions during his tenure at UNFI, including the ■ 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 ■ Performance Food Group ■ President & CEO (2006 – 2008) ■ President & COO (2005 – 2006) ■ Senior Vice President & Division Chief Executive, Broadline (2002 – 2005) | |||
Board Experience: ■ United Natural Foods ■ Performance Food Group | Education: ■ B.A., Albright College | ||
/ 2024 PROXY STATEMENT 18
| JANICE E. STIPP | |||
Age
Director since: Oct. 2012
INDEPENDENT
Committees: ■ Audit (Chair) | Key Skills and Experience: ■ Senior Leadership: Former SVP, 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 EVP, 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. ■
as Certified Public
Accountant. Ms. Stipp | ||
Career Highlights: ■ Rogers Corporation ■ Senior Vice President, Chief Financial Officer ■ Vice President, Chief Financial Officer, Chief Accounting Officer & Treasurer (2015 – 2017) ■ Tecumseh Products Company ■ Executive Vice President, Chief Financial Officer, ■ Revstone Industries ■ Chief Financial Officer ■ Acument Global Technologies ■ Chief Financial Officer (2007 – 2011) ■ GDX ■ Executive Vice President & Chief Financial Officer (2005 – 2007) | |||
Board Experience: ■ Diploma PLC (LSE: DPLM, 2024 – Present) ■ Rotork (LSE: ROR, 2020 – Present) ■ Sappi Limited (JSE: SAP, 2019 – 2022) ■ Commercial Vehicle Group (NASDAQ: CVGI, 2019 – 2021) ■ NN, Inc. (NASDAQ: NNBR, 2019 – 2019) ■ Ply Gem Holdings (NYSE: PGEM, 2014 – 2018) | Education: ■ B.A. (Accounting), Michigan State University; M.B.A, Wayne State University | ||
/ 20232024 PROXY STATEMENT 1519
We believe the Board’s membership should represent a diversity of backgrounds, experiences and skills. To that end, the Nominating/Corporate Governance Committee has establishedperiodically reviews the qualifications and attributes of our directors. Our current board members represent a matrix, outliningbroad range of viewpoints, backgrounds and attributes, including experience in corporate governance, strategic planning, marketing, M&A transactions and public company management. In addition, our directors bring to the Board the following skills and experiences theyexpertise that we believe are most relevantof particular importance for the Company. This matrix is periodically reviewed by the Nominating/Corporate Governance Committee and updated as necessary.our Company:
| Skills/Expertise | Abbate | Conrado | Eliasson | Hogan | McElligott | McReynolds | Philip | Spinner | Stipp | |
 | Audit |  | | | | | | |||
 | Cybersecurity |  | | | | |||||
 | Environmental Sustainability / Corporate Social Responsibility | | | | ||||||
 | Executive Compensation | | | | | | | |||
 | Finance/Capital Markets | | | | | | | |||
 | HR/Labor | | | | | |||||
 | Legal/Regulatory/ Government Relations | | | | | |||||
 | Risk Management | | | | | | | |||
 | Technology | | | | | | | | | |
 | Transportation/Logistics | | | | | | | |||
 | Senior Executive | | | | | | | | | |
 | Corporate Governance | | | | | | | |||
 | Mergers and Acquisitions | | | | | | | |||
 | Digital Strategy / Transformation | | | | ||||||
Skills/Expertise Descriptions
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Audit | Knowledge or experience in auditing functions, including financial audits and testing of internal controls. |
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HR/Labor | Experience in the area of human capital management, human resources practices or union workforce dynamics. | ||||||||||
Cybersecurity | |
Legal/Regulatory/Government Relations | | | | ||||||
Environmental Sustainability /Corporate Social Responsibility | |
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Risk Management | Knowledge and experience with risk management and compliance matters relevant to our business. |
/ 2024 PROXY STATEMENT 20
Skills/Expertise Descriptions
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. |
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. | ||||||
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. |
Transportation/Logistics
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Senior Executive | | | |
Mergers andAcquisitions | | | | | |
| | | | | | | Corporate Governance
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Digital Strategy /Transformation
| | | | | Knowledge or experience in overseeing, managing and/or implementing enterprise-wide digital strategy or transformation initiatives. |
The table below provides certain highlights of the composition of our Board members and nominees as of January 30, 2024 and January 30, 2023. Each of the categories listed in the tablestable below has the meaning as it is used in Nasdaq Rule 5605(f).
BOARD DIVERSITY MATRIX (AS OF JANUARY 30, 2023) | ||
Total Number of Directors | 9 | |
| Female | Male |
Part I: Gender Identity | ||
Directors | 3 | 6 |
Part II: Demographic Background | ||
Hispanic or Latinx | - | 1 |
White | 3 | 5 |
BOARD DIVERSITY MATRIX (AS OF JANUARY 17, 2022) | ||
Total Number of Directors | 9 | |
| Female | Male |
Part I: Gender Identity | ||
Directors | 3 | 6 |
Part II: Demographic Background | ||
Hispanic or Latinx | - | 1 |
White | 3 | 5 |
| BOARD DIVERSITY MATRIX | ||||
| As of January 30, 2024 | As of January 30, 2023 | |||
| Total Number of Directors | 9 | 9 | ||
| Female | Male | Female | Male | |
| Part I: Gender Identity | ||||
| Directors | 3 | 6 | 3 | 6 |
| Part II: Demographic Background | ||||
| Hispanic or Latinx | - | 1 | - | 1 |
| White | 3 | 5 | 3 | 5 |
/ 20232024 PROXY STATEMENT 1721
Outcome of 2023 Election of Directors. At the 2023 annual meeting of stockholders, Mr. Eduardo F. Conrado, the Chair of the Nominating/Corporate Governance Committee, was re-elected to the Board by a plurality of the votes cast but received less than a majority of votes cast in connection with his election. Accordingly, pursuant to the resignation policy set forth in our bylaws, Mr. Conrado tendered his conditional resignation as a director to the Board. The Nominating/ Corporate Governance Committee was required to consider and recommend to the Board whether to accept or reject the conditional resignation, and the Board was required to act on such resignation, taking into account the Committee’s recommendation, within 90 days following the certification of the election results.
The Nominating/Corporate Governance Committee considered Mr. Conrado’s conditional resignation and recommended that the Board reject his conditional resignation. Mr. Conrado did not participate in the deliberations. In making this determination, the Nominating/Corporate Governance Committee considered all factors believed relevant including, without limitation, the following:
| ■ | Prior year re-election results (Mr. Conrado has received the affirmative vote of at least 98% of votes cast at each annual meeting of stockholders at which he was up for election prior to 2023); |
| ■ | Mr. Conrado’s attendance and contributions at meetings of the Board and the committees on which he has served; |
| ■ | Mr. Conrado’s qualifications to serve as a member of the Board; and |
| ■ | The composition, needs and makeup of the Board, including the mix of talent, skill and experience represented. |
In addition, the Nominating/Corporate Governance Committee considered the events that led to Mr. Conrado’s conditional resignation. As previously reported and reaffirmed through stockholder outreach, the Company believes that Mr. Conrado receiving the support of less than a majority of votes cast for his election was not related to his performance, but rather was related to stockholder policies on certain elements of bylaw provisions adopted by the Company in October 2022. In response to the bylaw amendments, certain institutional investors voted against Mr. Conrado’s re-election based on his position as chair of the Nominating/Corporate Governance Committee.
After considering all relevant factors, the Committee discussed its recommendation with the full Board. After consideration, the Board determined that the resignation of Mr. Conrado would not be in the best interests of the Company and its stockholders. The Board unanimously voted on July 25, 2023 to decline Mr. Conrado’s conditional resignation. Accordingly, Mr. Conrado continues to serve as a director of the Company and is standing for re-election at the Annual Meeting.
Stockholder Engagement. While the Board rejected the resignation of Mr. Conrado, it was mindful of the results of Mr. Conrado’s election and the concerns of our stockholders. In response, the Board:
| ■ | reviewed the Company’s bylaws, especially those that led to the recommendation against Mr. Conrado; and |
| ■ | directed management to engage with our institutional investors and proxy advisory firms specifically to review the bylaws and re-affirm our commitment to evolving corporate governance standards. |
In accordance with the Board’s direction, we reached out to stockholders representing over 65% of our outstanding shares to discuss our bylaw amendments and other governance policies and practices. Of those stockholders we contacted, stockholders representing over 40% of our outstanding shares met with our management team.
We believe these meetings were productive and provided us with valuable insights and perspectives from our stockholders.
/ 2024 PROXY STATEMENT 22
BackFeedback Received and Action Taken in Response to ContentsStockholder Engagement.The Board carefully considered the feedback received from our stockholders, including in relation to the 2023 election of directors and also corporate governance standards more broadly, and the rationale for the vote recommendations from the proxy advisory firms related to the 2023 election of directors.
| What We Heard - Key Themes: | How We Responded: | |
| Bylaw provisions |  | Based on our understanding of the primary factors leading to less than a majority of votes being cast for Mr. Conrado’s election at the 2023 annual meeting of stockholders, and the subsequent feedback we received from our engagement efforts, we decided to make certain changes to our bylaws to better align with the interests of our shareholders. On October 24, 2023, the Board approved amendments to the Company’s bylaws that eliminated two provisions: (i) the advance notice bylaw that required certain informational disclosures, and (ii) the Article X bylaw that designated the federal district court of Delaware as the only venue for resolving any claims under the Securities Act of 1933, as amended. Following the disclosure of these changes, we engaged with proxy advisory firms to review the Board’s actions in response to stockholder feedback on bylaw provisions. These meetings were productive and reaffirmed the Board’s actions in response to our stockholder engagement. |
| Director electionvoting standard |  | Several of the stockholders with whom we spoke noted their preference for a majority voting standard for uncontested director elections, as opposed to the plurality standard under our bylaws. In response to this feedback, the Board reviewed the director election provisions in our bylaws and, on February 29, 2024, the Board amended the bylaws to adopt a majority voting standard for uncontested director elections, pursuant to which a director nominee must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. |
| Supermajority votingstandards | | Stockholders also expressed strong preference for majority, as opposed to supermajority, voting standards for bylaw amendments, charter amendments and mergers. As a result of this feedback, the Board amended the bylaws to adopt a majority voting standard for bylaws amendments. Additionally, the Board approved the amendment of our charter to replace the supermajority voting standards with a majority standard for charter amendments and mergers, subject to requisite stockholder approval. Please review Proposal IV, contained within this Proxy Statement, which presents the proposed charter amendment. The Board recommends shareholders vote “FOR” Proposal IV. |
/ 2024 PROXY STATEMENT 23
The Board has determined that a leadership structure with Ms. McReynolds serving in a combined Chairman and Chief Executive Officer role and an independent director serving as the Lead Independent Director is in the best interests of ArcBest and its stockholders.
The Board recognizes that there are many viewpoints concerning a board’s optimal leadership structure and considered all options in making its decision. The Board reviewed trends in board practices, recommended best practices for corporate governance, and the board practices of the Company’s peers. The Board also considered the advantages of having a combined Chairman and Chief Executive Officer.Officer role. Among other things, a person serving in this combined role can quickly identify company concerns and communicate this information to other Board members, providing superior information due to his or her unique insights into the Company’s day-to-day operations.
In deciding to adopt the current leadership structure, the Board considered Ms. McReynolds’ leadership qualities, management capability, and knowledge of ArcBest’s business and the transportation and logistics industry; the long-term, strategic perspective she has exhibited as the President and Chief Executive Officer; and her focus on growing long-term shareholder value. The Board also considered Ms. McReynolds’ tenure with the Company. The Board believes that serving as both Chairman and President and Chief Executive Officer enables Ms. McReynolds to more effectively and efficiently execute the Company’s strategic initiatives and respond to key business issues and risks that she encounters in daily operations.
The Board believes that an executive Chairman should be balanced by a strong Lead Independent Director with a clearly defined and dynamic leadership role in the governance of the Board. The Company’s bylaws provide that if the Chairman is not an independent Director, the independent Directors must annually elect a Lead Independent Director. The bylaws assign to the Lead Independent Director extensive authority and responsibilities relating to the Board’s governance and functions, including:
calling and chairing meetings of independent Directors, and setting agendas for such meetings;
| ■ | calling and chairing meetings of independent Directors, and setting agendas for such meetings; |
| ■ | liaising between the independent Directors and the Chairman and communicating with the Chairman after each meeting of independent Directors to provide feedback; |
| ■ | chairing all Board meetings where the Chairman is not present; |
| ■ | reviewing, advising on, and approving Board meeting agendas and meeting schedules; |
| ■ | being available for consultation and direct communication with stockholders, when appropriate; and |
| ■ | participating in the annual performance evaluation of individual members of the Board and the Chief Executive Officer (in consultation with the Nominating/Corporate Governance Committee). |
liaising between the independent Directors and the Chairman and communicating with the Chairman after each meeting of independent Directors to provide feedback;
chairing all Board meetings where the Chairman is not present;
reviewing, advising on, and approving Board meeting agendas and meeting schedules;
being available for consultation and direct communication with stockholders, when appropriate; and
participating in the annual performance evaluation of individual members of the Board and the Chief Executive Officer (in consultation with the Nominating/Corporate Governance Committee).
The Lead Independent Director’s authority and responsibilities generally correspond to those performed by an independent Chairman.
Effective January 1, 2022, the Board elected Stephen E. Gorman to serve as Lead Independent Director, replacing
Mr. Spinner who had served ashas been the Lead Independent Director since 2016. On August 5,October 2022 Mr. Gorman resigned(and previously served as lead independent director from the Board. Accordingly,2016 to 2021), and the Board replaced Mr. Gorman as Lead Independent Director with Mr. Spinner in October 2022.believes he provides a meaningful balance to the executive Chairman. In the Board’s view, Mr. Spinner possesses the characteristics and qualities necessary to fulfill the Lead Independent Director’s important role of guiding and facilitating the independent Directors’ participation in the Company’s governance. During his more than 1112 years on our Board, and previous experience serving as Lead Independent Director, Mr. Spinner has demonstrated a thorough understanding of the Board’s oversight role and leading corporate governance practices. Supplementing the Lead Independent Director are Board committees composed entirely of independent Directors.
The Company’s leadership structure includes an experienced management team, upon whose advice, reports and opinions the Board relies. Regularly scheduled management reports and presentations, based on operational, financial, talent, legal and risk management aspects of the Company’s operations, provide vital information to the Board. The independent Directors have complete access to, and direct contact with, members of senior management. The Board also relies on the advice of counsel, accountants, executive compensation consultants, auditors, strategic planning consultants, risk management consultants, and other expert advisors.
/ 20232024 PROXY STATEMENT 1824
The Nominating/Corporate Governance Committee has determined that all members of the Board except Ms. McReynolds are independent pursuant to applicable independence standards of the Nasdaq Stock Market (“Nasdaq”). The independent Directors met in executive session four times in 2022. Mr. Gorman, as Lead Independent Director, presided over three of those meetings, and following Mr. Gorman’s departure,2023. Mr. Spinner, as Lead Independent Director, presided over one of those meetings.
The Nominating/Corporate Governance Committee is responsible for identifying and recommending potential Board members based on any specific criteria the Board may specify from time to time and such other factors as it deems appropriate. Relevant considerations include:
special training or skill
| ■ | special training or skill; |
| ■ | experience with businesses and other organizations that are similar to the Company in size and type; |
| ■ | experience with or knowledge of businesses or organizations or technical expertise that is particularly relevant to the Company’s current or future business plans; |
| ■ | financial expertise; |
| ■ | advanced studies and certifications; |
| ■ | specific industry or transportation experience; and |
| ■ | personal characteristics that bring diversity to the Board. |
experience with businesses and other organizations that are similar to the Company in size and type
experience with or knowledge of businesses or organizations or technical expertise that is particularly relevant to the Company’s current or future business plans
financial expertise
advanced studies and certifications
specific industry or transportation experience
personal characteristics that bring diversity to the Board
The Nominating/Corporate Governance Committee also considers the interplay of a candidate’s experience with the experience of the other Directors, whether the candidate has sufficient time to devote to the responsibilities of a director, and whether the candidate is free from conflicts of interest or legal issues. There is currently no set of specific minimum qualifications that must be met by a nominee recommended by the Nominating/Corporate Governance Committee, as different factors may assume greater or lesser significance at particular times, and the needs of the Board may vary in light of its composition and the Nominating/Corporate Governance Committee’s perceptions about future issues and needs. However, the Board has found the skills and experiences described above underin the section titled “Board Skills Profile” to be particularly relevant and desirable.
The Nominating/Corporate Governance Committee believes that to best evaluate matters the Board oversees, the Board needs a mix of business and personal backgrounds. For that reason, the Nominating/Corporate Governance Committee periodically reviews a listing of the qualifications and attributes of our current Directors and potential candidates. While the Nominating/Corporate Governance Committee does not have a formal policy on diversity with regard to consideration of director nominees, diversity is taken into account when determining how a candidate’s qualities and attributes would complement the other Directors’ backgrounds.
The Nominating/Corporate Governance Committee may identify potential candidates from the pool of individuals known by members of the Board and individuals recommended by management, and/or engage a third party search firm to help identify appropriate candidates.
The Nominating/Corporate Governance Committee may consider director candidates recommended by stockholders. Recommendations should be sent to the Nominating/Corporate Governance Committee at the address provided in the section of this Proxy Statement titled “Stockholder Communication with the Board”. The Nominating/Corporate Governance Committee does not have a specific policy regarding the consideration of stockholder recommendations for director candidates because the Nominating/Corporate Governance Committee would evaluate stockholder recommendations in the same manner as it evaluates director candidates recommended by other sources, using the process and criteria described above.
The Board believes the Company’s current management structure facilitates risk oversight by combining experienced leadership with independent review by the Board and its committees. Potential risk factors that are monitored through this structure include financial, operational, technological, disaster, environmental, social, cybersecurity, talent, legal and regulatory, fraud/corruption, employment practices, executive compensation, and reputational and legislative issues. 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. The Board’s committees assist with risk oversight within their respective areas of responsibility, and the Board is regularly informed about each committee’s activities.
The Audit Committee directly oversees risk management relating to financial reporting and public disclosure and the steps management has taken to monitor and control those exposures. In addition, the Audit Committee is responsible for the oversight of general financial risk matters, significant risk
/ 2023 PROXY STATEMENT 19
exposures, including cybersecurity and ESG-related risks, and the Company’s policies for risk assessment and risk management. The Audit Committee meets regularly with financial management, including the Chief Financial Officer, the Vice President–Controller and Chief Accounting Officer, and the Vice President–Internal Audit, as well as our independent registered public accounting firm. The Audit Committee also reviews the activities of the Company’s
/ 2024 PROXY STATEMENT 25
Risk Management Committee, which consists of several members of senior management.
The Compensation Committee is responsible for oversight of risk relating to the Company’s compensation policies and practices for all employees and officers. Management has evaluated those policies and practices, including our incentive plans, and determined they do not create any risks that are reasonably likely to have a material adverse effect on the Company. For more information, see “Compensation Discussion & Analysis—Compensation Risk Assessment.”
The Nominating/Corporate Governance Committee is responsible for overseeing risks associated with corporate governance, social and environmental issues, and the Company’s CEO succession process. In connection with this responsibility, the Nominating/Corporate Governance Committee annually reviews the Company’s Corporate Governance Guidelines and their implementation and oversees our ESG and sustainability strategy, ESG practices and policies.
The Board ensures that ArcBest has a strong bench of well-prepared internal candidates, who align with the defined leadership competencies but have diverse strengths, to fill both planned and unplanned vacancies with limited disruption. Another critical part of the succession planning strategy is the executive team’s regular, data-driven review of the organizational structure, retention, culture, compensation, and talent development practices that support the execution of ArcBest’s strategic business goals. The Board, Talent Review Committee and Managementmanagement share responsibility for management development and succession planning.
A key responsibility of the Board is succession planning for the Chief Executive Officer, including identification and evaluation of potential successors. The Board also annually reviews succession planning for executive officers, including successor strengths and development opportunities and strategic talent metrics.
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.
The Chief Human Resources Officer and senior Human Resources 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.
The Board has established Audit, Compensation, Nominating/Corporate Governance, and Qualified Legal Compliance Committees to devote attention to specific subjects and to assist in the discharge of its responsibilities. These committees are described below. The charters for all four committees are available on our website, arcb.com, in the “Invest—Corporate Governance” section.
AUDIT COMMITTEE | ||
Ms. Stipp (Chair),
Meetings in
| The Audit Committee assists the Board by fulfilling oversight responsibilities relating to: | |
the integrity of financial reports and related financial information provided by the Company to the public and the Securities and Exchange Commission (“SEC”); the Company’s systems of internal controls regarding finance, accounting and compliance with policies, including ethics policies; the performance of the Company’s internal audit, accounting and financial reporting functions; the Company’s risk management policies and processes for identifying, monitoring, and managing significant risk the Company’s compliance with legal and regulatory requirements. | ||
The Nominating/Corporate Governance Committee has determined that each member of the Audit Committee meets all applicable SEC and Nasdaq independence standards and financial literacy requirements that apply to audit committee members. The Board has determined that Ms. Stipp | ||
/ 20232024 PROXY STATEMENT 2026
| COMPENSATION COMMITTEE | ||
Ms. McElligott
Meetings in
| The Compensation Committee is responsible for: | |
reviewing and approving executive officer compensation and has authority to make and administer employee awards under the ArcBest Corporation Executive Officer Incentive Compensation Plan and the Amended and Restated ArcBest Corporation Ownership Incentive Plan (the “Ownership Incentive Plan”), including setting performance goals and determining the extent to which those goals were achieved; reviewing and approving the Company’s peer group; evaluating the need for, and provisions of, contracts and severance arrangements for executive officers; monitoring compliance by Executive Officers with the Company’s stock ownership guidelines; and overseeing the Company’s | ||
The Nominating/Corporate Governance Committee has determined that each member of the Compensation Committee meets applicable Nasdaq independence standards and non-employee director requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | ||
| NOMINATING/CORPORATE GOVERNANCE COMMITTEE | ||
Mr. Conrado
Meetings in
| 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; providing oversight with respect to the Company’s 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 member of the committee is independent, as defined in applicable Nasdaq independence standards. | ||
| QUALIFIED LEGAL COMPLIANCE COMMITTEE | ||
Ms. Stipp | 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 | |
The Board has five regularly scheduled meetings each year to review significant developments affecting the Company and to act on matters requiring Board approval. The Board holds special meetings when action is required between regular meetings. The Board met six times during 2022. Eight2023. All members of the Board participated in 100%, and one member participated in 87.5%, of all regularly scheduled Board and applicable committee meetings held during the year.year during the period in which he or she served on the Board or an applicable committee.
It is the Company’s policy that all members of the Board attend the annual meeting of its stockholders, except when illness or other personal matters prevent such attendance. All members of the Board attended the Company’s 20222023 Annual Meeting of Stockholders.Stockholders, except Ms. McElligott, who was unable attend due to a travel conflict.
/ 2024 PROXY STATEMENT 27
The Board has imposed a mandatory retirement age for all Directors. No Director may seek re-election to the Board after attaining age 75. Because we recognize the commitment of time and energy that a public company board requires, no Director is permitted to serve on the boards of more than two other public companies while serving on the ArcBest Board, unless he or she has obtained approval from the ArcBest Board.
The Board has adopted a Code of Conduct that applies broadly to all Directors, officers, employees, representatives, agents, sub-contractors, vendors, and suppliers of the Company. The Code of Conduct incorporates the UN Global Compact’s ten principles in the areas of human rights, labor, the environment and anti-corruption.
The Company intends to post on its website any amendment to, or waiver of, a provision of the Code of Conduct that applies to its Chief Executive Officer, Chief Financial Officer, PrincipalChief Accounting Officer, Controller, or any person performing similar functions and that relates to any of the following elements of the Code of Conduct: honest and ethical conduct; disclosure in reports or documents filed with the SEC and other public communications; compliance with applicable laws, rules and regulations; prompt internal reporting of code violations; and accountability for adherence to the Code of Conduct.
Acting on the recommendation of the Nominating/Corporate Governance Committee, the Board developed and adopted Corporate Governance Guidelines to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should fulfill its responsibilities. Among other things, the Corporate Governance Guidelines address the composition of the Board, including independence standards; the selection, term and expectations for Directors; the conduct of meetings and executive sessions; and the composition and primary objectives of the Board’s committees.
The full texts of the Code of Conduct and the Corporate Governance Guidelines are posted in the Investors section of the Company’s website, arcb.com.
Item 404 of Regulation S-K of the Securities Act of 1933, as amended, requires that the Company disclose certain “related party transactions” with the Company’s Directors and executive officers, among others. In 2023, Brian Beasley, the brother of J. Matthew Beasley, the Company’s Chief Financial Officer, served as Senior Manager, Innovation Strategy for ArcBest Technologies, Inc., a subsidiary of the Company. For the fiscal year ended 2023, he earned $153,101 in total compensation. There were no other commercial transactions between related parties and the Company that required disclosure in this Proxy Statement.
Annually, as part of the Company’s proxy preparation, all Directors and executive officers who are subject to related party transaction disclosure are instructed to report in writing any such transactions to the Company, and to report to the Company any such transactions that may be planned or that occur during the year. As set forth in the Audit Committee’s charter, in determining whether to approve or ratify a related party transaction, the Audit Committee considers all the relevant facts and circumstances available, including (if applicable): (i) whether there is an appropriate business justification for the transaction; (ii) the benefits that accrue to the Company as a result of the transaction; (iii) the terms available to unrelated third parties entering into similar transactions; (iv) the impact of the transaction on a director’s independence (in the event the related party is a director, an immediate family member of a director, or an entity of which a director is a partner, shareholder or executive officer); (v) the availability of other sources for comparable products or services; (vi) whether it is a single transaction or a series of ongoing, related transactions; and (vii) whether entering into the transaction would be consistent with the Company’s Code of Conduct.
The Company has entered into indemnification agreements with the members of its Board. Under these agreements, the Company is obligated to indemnify its Directors to the fullest extent permitted under the Delaware General Corporation Law for expenses, including attorneys’ fees, judgments and settlement amounts incurred by them in any action or proceeding arising out of their services as a Director. The Company believes that these agreements are helpful in attracting and retaining qualified Directors. The Company’s Second Amended and Restated Certificate of Incorporation, as amended, and the bylaws also provide for indemnification of the Company’s officers and Directors to the fullest extent permitted by the Delaware General Corporation Law.
/ 20232024 PROXY STATEMENT 2228
The Nominating/Corporate Governance Committee is responsible for reviewing and awarding compensation to the non-employee Directors and has retained Meridian Compensation Partners, LLC, an independent compensation consultant, to assist in fulfilling that responsibility. The Nominating/Corporate Governance Committee sets the levels and forms of non-employee Director compensation based on its experience, review of the compensation paid to directors of comparable publicly traded companies, and Meridian’s advice.
We offer a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board.
In January 2022, Meridian conducted a review of director compensation, including compensation paid to directors of the Company’s executive compensation peer group as well as compensation paid to directors of similarly sized general industry companies. Following this review, the Nominating/Corporate Governance Committee increased the member annual retainer from $80,000 to $85,000, the lead independent director annual retainer from $25,000 to $30,000, the Compensation Committee Chair annual retainer from $15,000 to $20,000 and the Nominating/Corporate Governance Committee Chair annual retainer from $10,000 to $15,000. The increases were made based on a review of the 50th percentile of our peer group and similarly sized general industry companies.
The Nominating/Corporate Governance Committee moved the timing of its next annual review of Director compensation from January to October. Meridian conducted an updated study in October 2022, and no further changes were made to the program for 2023.
The following table shows the standard cash compensation for non-employee Directors for 2022.2023. Retainers are cumulative, meaning that each non-employee Director receives a “Member Retainer” plus the appropriate retainer fee for any other positions held.
Annual Retainers (Paid in Monthly Installments) |
|
|
Members | $ | 85,000 |
Lead Independent Director |
| 30,000 |
Audit Committee Chair |
| 25,000 |
Compensation Committee Chair |
| 20,000 |
Nominating/Corporate Governance Committee Chair |
| 15,000 |
| Annual Retainers (Paid in Monthly Installments) | ||||
| Member | $ | 85,000 | ||
| Lead Independent Director | 30,000 | |||
| Audit Committee Chair | 25,000 | |||
| Compensation Committee Chair | 20,000 | |||
| Nominating/Corporate Governance Committee Chair | 15,000 |
Actual cash compensation paid to Directors in 20222023 is reflected in the “2022“2023 Director Compensation Table.”
The target equity grant value for non-employee Directors in 20222023 was increased from $110,000 to $125,000 based on a review of the 50th percentile of our peer group and similarly sized general industry companies.$125,000. Awards were made in the form of restricted stock units (“RSUs”) in an amount determined by dividing the target grant value by the closing price of ArcBest Common Stock on the date of grant and rounding to the nearest hundred shares. Equity grants for the non-employee Directors typically are approved during the Board’s second-quarter meeting with an effective grant date that is five business days following the Company’s quarterly earnings release, unless a different date is approved by the Board.
RSU awards granted to non-employee Directors vest one year from the date of grant. All of the RSU awards are subject to accelerated vesting in the event of a Director’s death or disability or a change in control of the Company. Accelerated vesting for RSUs also occurs whenif a Director attains normal retirement eligibility (i.e.,director retires from the Board after the age of 65 with at least five years of service as a Director). Ms. McElligott and Dr. Philip are currently eligible for normal retirement. A Director who attains early retirement eligibility (i.e., three years of service as a Director) is eligible for accelerated vesting of a pro rata number of shares based on the number of whole months since the award date. Ms. Stipp and Messrs. Conrado, Eliasson, Hogan and Spinner are currently eligible for early retirement.Director.
Vested RSU awards are paid in shares of ArcBest Common Stock on the earlier to occur of the normal vesting date applicable to the award or the Director’s qualifying termination of service with the Company, unless payment is deferred by the Director under the provisions of the Ownership Incentive Plan.
/ 20232024 PROXY STATEMENT 2329
We typically provide transportation for Directors to attend Board meetings, pay for their hotel stays, and provide meals. Upon request, we may reimburse some or all of the cost of an educational conference and related travel.
The Nominating/Corporate Governance Committee believes that the Directors should maintain a level of equity holdings in the Company that will further align their interests with those of the Company’s stockholders. The Board adopted a Stock Ownership Policy requiring Directors to own a minimum value of stock in the Company. For 2022,2023, Directors were required to own shares with a total value equal to five times their total annual retainers. Directors are not permitted to sell any shares of Company stock (except to pay the taxes generated as a result of the vesting of equity grants) until they satisfy the stock ownership requirement, and then may only sell the shares that exceed the stock ownership requirement. RSUs (including unvested RSUs and RSUs that have vested but are deferred or subject to transfer restrictions) and stock owned outright count toward the stock ownership requirements.
The Nominating/Corporate Governance Committee reviews ownership levels annually. As of the review completed in 2022,2023, all of the Directors have met their ownership requirements.requirements, except for Mr. Abbate who joined the Board in 2023 and must retain shares in accordance with the Stock Ownership Policy until he satisfies the stock ownership requirement.
The table below summarizes the compensation paid by the Company to non-employee Directors for the year ended December 31, 2022.2023.
| Name(1) | Fees Earned or Paid in Cash | Stock Awards(2,3) | All Other Compensation | Total | ||||||||||||
| Salvatore A. Abbate | $ | 85,000 | $ | 122,290 | $ | - | $ | 207,290 | ||||||||
| Eduardo F. Conrado(4) | 100,000 | 122,290 | - | 222,290 | ||||||||||||
| Fredrik J. Eliasson | 85,000 | 122,290 | - | 207,290 | ||||||||||||
| Michael P. Hogan | 85,000 | 122,290 | - | 207,290 | ||||||||||||
| Kathleen D. McElligott(4) | 105,000 | 122,290 | - | 227,290 | ||||||||||||
| Craig E. Philip | 85,000 | 122,290 | - | 207,290 | ||||||||||||
| Steven L. Spinner(5) | 115,000 | 122,290 | - | 237,290 | ||||||||||||
| Janice E. Stipp(4) | 110,000 | 122,290 | - | 232,290 | ||||||||||||
| (1) | Judy R. McReynolds, the Chairman, President and Chief Executive Officer of the Company, is not included in this table since she is an employee of the Company and thus received no compensation for her service as a Director. The compensation received by Ms. McReynolds as an officer of the Company is shown in the Summary Compensation Table on page 52. |
| (2) | Reflects the aggregate grant date fair value of RSU awards made during 2023, computed using the grant date fair value ($87.35 per share), in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) determined without regard to estimated forfeitures and adjusted for present value of dividends (to reflect that dividend equivalents are not paid with respect to unvested RSU awards). All non-employee Directors received an award of 1,400 RSUs under the Ownership Incentive Plan on May 5, 2023 (computed using a stated annual value of $125,000 and the grant date closing stock price of $87.82 per share, rounded to the nearest hundred shares). No dividends or dividend equivalents are paid to non-employee Directors on RSUs, except for RSUs that vest but are deferred by the Director under the terms of the plan. See Note M to the consolidated financial statements in the Company’s 2023 Annual Report for additional detail on share-based compensation. |
| (3) | As of December 31, 2023, each non-employee Director had the following aggregate number of RSUs outstanding, although only the value of the 2023 RSU award is provided in the Stock Awards column above. |
/ 2024 PROXY STATEMENT 30
Name(1) | Fees Earned or Paid in Cash | Stock Awards (2, 3) |
| All Other Compensation | Total | ||||
Eduardo F. Conrado(5) | $ | 100,000 | $ | 126,848 |
| $ | - | $ | 226,848 |
Fredrik J. Eliasson |
| 85,000 |
| 126,848 |
|
| - |
| 211,848 |
Stephen E. Gorman(4) |
| 68,320 |
| 126,848 | (6) |
| - |
| 195,168 |
Michael P. Hogan |
| 85,000 |
| 126,848 |
|
| - |
| 211,848 |
Kathleen D. McElligott(5) |
| 105,000 |
| 126,848 |
|
| - |
| 231,848 |
Craig E. Philip |
| 85,000 |
| 126,848 |
|
| - |
| 211,848 |
Steven L. Spinner(4) |
| 92,500 |
| 126,848 |
|
| - |
| 219,348 |
Janice E. Stipp(5) |
| 110,000 |
| 126,848 |
|
| - |
| 236,848 |
(1) Judy R. McReynolds, the Chairman, President and Chief Executive Officer of the Company, is not included in this table since she is an employee of the Company and thus received no compensation for her service as a Director. The compensation received by Ms. McReynolds as an officer of the Company is shown in the Summary Compensation Table on page 42. (2) Reflects the aggregate grant date fair value of RSU awards made during 2022, computed using the grant date fair value ($79.28 per share), in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) determined without regard to estimated forfeitures and adjusted for present value of dividends (to reflect that dividend equivalents are not paid with respect to unvested RSU awards). All non-employee Directors received an award of 1,600 RSUs under the Ownership Incentive Plan on May 6, 2022 (computed using a stated annual value of $125,000 and the grant date closing stock price of $79.75 per share). No dividends or dividend equivalents are paid to non-employee Directors on RSUs, except for RSUs that vest but are deferred by the Director under the terms of the plan. See Note L to the consolidated financial statements in the Company’s 2022 Annual Report for additional detail on share-based compensation. (3) As of December 31, 2022, each non-employee Director had the following aggregate number of RSUs outstanding, although only the value of the 2022 RSU award is provided in the Stock Awards column, above. | |||||||||
Name | Vested but Subject to Transfer Restrictions(i) | Unvested | Total RSUs Outstanding |
Eduardo F. Conrado | 18,833 | 667 | 19,500 |
Fredrik J. Eliasson | 2,233 | 667 | 2,900 |
Stephen E. Gorman | - | - | - |
Michael P. Hogan | 7,133 | 667 | 7,800 |
Kathleen D. McElligott | 8,300 | - | 8,300 |
Craig E. Philip | 1,600 | - | 1,600 |
Steven L. Spinner | 933 | 667 | 1,600 |
Janice E. Stipp | 933 | 667 | 1,600 |
(i) The balance in the Vested but Subject to Transfer Restrictions column includes shares deferred under the terms of the equity plan. | |||
|
| Name | Vested but Subject to Transfer Restrictions(i) | Unvested | Total RSUs Outstanding | ||||
| Salvatore A. Abbate | - | 1,400 | 1,400 | ||||
| Eduardo F. Conrado | 19,500 | 1,400 | 20,900 | ||||
| Fredrik J. Eliasson | 1,300 | 1,400 | 2,700 | ||||
| Michael P. Hogan | 3,800 | 1,400 | 5,200 | ||||
| Kathleen D. McElligott | 2,900 | 1,400 | 4,300 | ||||
| Craig E. Philip | - | 1,400 | 1,400 | ||||
| Steven L. Spinner | - | 1,400 | 1,400 | ||||
| Janice E. Stipp | - | 1,400 | 1,400 |
| (i) | The balance in the equity plan. | |
| (4) | Committee Chairpersons during
| |
| (5) | Lead Independent Director during 2023: Mr. | |
In October 2023, Meridian conducted a review of director compensation, including compensation paid to directors of the Company’s executive compensation peer group as well as compensation paid to directors of similarly sized general industry companies. Following the review, the Nominating/Corporate Governance Committee increased the member annual retainer for 2024 from $85,000 to $95,000 and the target equity grant value from $125,000 to $145,000. The increases were made to align the Company’s director compensation with the 50th percentile of our peer group and similarly sized general industry companies. For more information about our peer group, see “Peer Group” on page 40.
/ 2024 PROXY STATEMENT 31
We would like to introduce the current executive officers of the Company and its subsidiary, ABF Freight System, Inc. There are no family relationships among Directors and executive officers of the Company or its subsidiaries.
  | JUDY R. MCREYNOLDS, age |
 | ||
 | CHRISTOPHER A. ADKINS,age 34, was named Vice President of Yield Strategy and Management in June 2023 after serving as Vice President of Yield Strategy and Analytics since January 2022. Previously, he served as Director of Yield Strategy from October 2020 to December 2021. He joined the company in 2012 as a Pricing Analyst and has served in various leadership roles, including Manager of Engineering and Technology, before becoming Director of Yield Strategy. Christopher holds a bachelor’s degree in industrial engineering from the University of Arkansas. | |
 | DENNIS L. ANDERSON II, age |
 | ||
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|
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 | ERIN K. GATTIS, age 49, has been Chief Human Resources Officer since July 2016. She previously served as Vice President — Human Resources from October 2011 through June 2016, Chief of Staff from January 2010 through September 2011, and Manager of Retirement Services & Executive Compensation from August 2006 through December 2009. She joined the Company in 1999 and between 1999 and 2006 worked for both the Company and ABF Freight as a Retirement Specialist, Benefits Analyst, Supervisor of Executive Compensation and Manager of Executive Compensation. She holds a bachelor’s degree in economics and finance from Arkansas Tech University. Ms. Gattis has a Senior Professional in Human Resources (SPHR) and SHRM–SCP certification. |
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 | MICHAEL R. JOHNS, age |
/ 2024 PROXY STATEMENT 32
 | STEVEN LEONARD,age |
/ 2023 PROXY STATEMENT 26
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 | MICHAEL E. NEWCITY, age |
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 | SETH RUNSER, age |
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/ 20232024 PROXY STATEMENT 2733
This Compensation Discussion & Analysis (“CD&A”) describes our executive compensation programs and the compensation decisions made during the year regarding our Named Executive Officers. The Board’s Compensation Committee (the “Compensation Committee” or “Committee”) determines compensation and reviews, approves, and oversees the administration of plans and programs for our Named Executive Officers. This discussion should be read in conjunction with the compensation tables and narrativeother disclosures that begin on page 42.52.
The Named Executive Officers for 20222023 were:
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Judy R. McReynolds | ArcBest Chairman, President and Chief Executive Officer | ||||
| J. Matthew Beasley | ArcBest Chief Financial Officer | ||||
| Seth K. Runser | ABF Freight President | ||||
| Dennis L. Anderson II | ArcBest | ||||
| Michael E. Newcity | ArcBest Chief Innovation Officer and ArcBest Technologies President | ||||
| David R. Cobb(1) |
| Former ArcBest Chief |
| (1) | As previously reported, on December 6, 2022, Mr. Cobb informed the Company that he would retire in October 2023, and | Mr.Beasley assumed the role of Chief |
/ 2024 PROXY STATEMENT 34
Due to the minimal differences in compensation between Messrs. Loe and Anderson, the Company determined to voluntarily include both officers as named executive officers.
The table below summarizes our key 20222023 and 20212022 financial results.
Supply chain challenges continued in 2022,
In 2023, we faced a challenging logistics environment, but we remained dedicated to andstayed focused on our customers. Throughout the pandemic, our team navigated enormous amounts of change and pressures in the market to deliver for our customers and drive our business forward. Withbusiness. We successfully renewed a spirit of innovation, we continuously analyze emerging technologiesfive-year labor agreement, capitalized on the disruptions in our industry, and collaborate with partners to actively support our customers’ success.launched the innovative Vaux™ freight movement technology. Our rich history of delivering innovative solutions that make it easier for customers to do business is centralpeople were the key to our ongoing strategy. Providingsuccess, as they delivered best-in-class customer experience and leading-edge solutions would not be possible withoutsolutions.
Here are some other highlights from the year:
| ■ | We generated the second-highest annual revenue in our history. |
| ■ | We created long-term value for our shareholders, returning over $100 million through dividends and buybacks, and achieving a 72% total shareholder return and a $120.21 year-end stock price. |
| ■ | We improved our Asset Based operating ratio in the second half of the year through strategic cost-reduction initiatives and providing transportation solutions for our customers amid market disruption. |
| ■ | We aligned our business with our growth strategy by divesting FleetNet America for $100 million. |
| ■ | We grew our Asset Light shipment volume and improved our productivity metrics. |
| ■ | We received recognition from Fast Company and TIME for the Vaux Freight Movement System™ as one of the year’s best inventions. |
In 2023, our people, who are atconsolidated revenues from continuing operations totaled $4.4 billion, a decrease of 12% from the heart of our success. The talent, character and hard work of our employees enabled us to turn challenges into opportunities and have another record-breaking year in 2022. Our laser focus on our customers, our people and technology has allowed us to provide long-term, sustainable value for our shareholders.
In 2022 we achieve our highest ever consolidated revenue at $5.3 billion for the year, an increase of 34% over 2021. We also achieved record net income and diluted earnings per share.record-setting year. Revenues of our Asset-Based segment reached $3totaled $2.9 billion, a decrease of 5%, and revenues of our Asset-Light operations exceeded $2segment were $1.7 billion, a decrease of 21% from 2022. The revenue decline is primarily attributable to lower market rates for the first timeshipping and logistics services in Company history.a softer market environment with more available capacity. Our operating ratio, which is expressed as a percentage of revenues from continuing operations, was 92.5% — an improvement96.1%, a change of 0.43.9 percentage points overas compared to our previous record operating results in 2021.2022, primarily due to lower revenue levels and lower margins. Our revenue growth in 2022 reflects the acquired operations of MoLo, combined with strong customer demand and a solid market pricing environment. Our improved2023 results also reflect cost-saving actions, revenue optimization initiatives, improvements in network efficiency and delivering integrated solutions to meet our customers’ needs in a changing freight market.
/ 2024 PROXY STATEMENT 35
Our executive compensation program provides a strong relationship between pay and Company performance. For example, the
The annual cash incentive for 20222023 was based on operating income (adjusted) (“Adjusted Operating Income”) and Return on Capital Employed (adjusted) (“Adjusted ROCE”). As outlined further in “Annual Cash Incentive Compensation” on the following pages, Adjusted Operating Income was below target and Adjusted ROCE both exceeded the maximum performance amounts in 2022,2023, resulting in a maximum payout of 250%162.75% of the target incentive opportunity and an increasea decrease in total cash compensation for our Named Executive Officers in 20222023 compared to 2021.2022.
Our performance over the long term also reflects the strong pay-for-performance structure of our incentive compensation program for our executives. The 2020-20222021-2023 cash long-term incentive compensation plan (“C-LTIP”) was based on Total Shareholder Return (“TSR”) compared to our peer group and pre-established Adjusted ROCE goals. Actual Company performance generated a maximum payout of 250% of the target incentive opportunity under the 2020-20222021-2023 plan, as outlined further below in “Long-Term Incentive Compensation.” The RSU awards granted in 2017 (the “2017 RSU awards”) and in 2018 (the “2018 RSU awards”) fully vested and settled on May 12, 2022, and August 1, 2022, respectively. The vesting parameters for these awards are described in our Proxy Statements for the 2018 and 2019 Annual Meetings of Stockholders filed with the SEC on March 22, 2018, and March 8, 2019, respectively.
For more information regarding our pay-for-performance philosophy, we encourage you to review the remainder of our CD&A, including the sectionsections titled “Compensation Philosophy and Objectives,”Objectives” and “Alignment of Cash Incentive Payouts with Operating Income”, as well as our new “Pay Versus Performance” table on page 57,66, which we are providing as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.
The primary elements of direct compensation awarded to the Named Executive Officers are shown below.
| Compensation Element | How Paid |
| Features | For More
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FIXED | Base salary |
| Cash | 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 | Page | |||
AT RISK (variable) | Annual incentive (AIP) |
| Cash | Based on annual goals for Adjusted Operating Income and Adjusted ROCE, weighted equally | Page | |||
AT RISK (variable) | Long-term incentive |
| Cash (C-LTIP) (50% of target) | Based on three-year goals for Adjusted ROCE and relative TSR, weighted equally | Page | |||
| Time-vested RSUs (50% of target) | Vest pro-rata over three years following grant date | Page |
/ 2024 PROXY STATEMENT 36
The Compensation Committee continually reviews the Company’s executive compensation program to ensure our practices promote stockholders’ best interests. Some of our key policies are summarized below.
What We Do: |
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 | We tie pay to performance. The majority of executive pay is at risk. | |
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| Half (50%) of the long-term incentive value granted to Named Executive Officers is contingent on the Company’s performance over a 3-year period. | |
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| We use three-year ratable vesting for our restricted stock units to encourage retention and a long-term perspective. | |||
| Named Executive Officers and Directors are subject to significant stock ownership requirements. | |||
| We have caps on both the annual incentive and long-term incentive payouts. | |
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| We have a robust clawback | |
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| We conduct annual risk assessments of our compensation plans. | |
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| 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. | |||
| What We Don’t Do: | |
 | NO tax gross-up payments for any amounts considered excess parachute payments. |
| NO single-trigger payments upon a change in control. |
| NO excessive perquisites. |
| NO hedging or pledging of Company stock. |
| NO employment agreements with our Named Executive Officers. |
| NO re-pricing of stock options without stockholder approval. |
| NO guaranteed bonuses. |
The primary objectives of the Company’s executive compensation program are to:
attract and retain highly qualified executives;
motivate the Company’s leaders to work together as a team to deliver superior business performance;
encourage balance between short-term results and the long-term strategic decisions needed to ensure sustained business performance over time; and
ensure that the interests and risk tolerance of the Company’s leaders are closely aligned with those of our stockholders.
| ■ | attract and retain highly qualified executives; |
| ■ | motivate the Company’s leaders to work together as a team to deliver superior business performance; |
| ■ | encourage balance between short-term results and the long-term strategic decisions needed to ensure sustained business performance over time; and |
| ■ | ensure that the interests and risk tolerance of the Company’s leaders are closely aligned with those of our stockholders. |
/ 2023 PROXY STATEMENT 30
As discussed in the sections that follow, we use a variety of compensation vehicles to reflect this compensation philosophy and meet the Company’s objectives. The Compensation Committee does not prescribe a targeted allocation for the various compensation components. Both internal and external influences on our compensation program fluctuate periodically, and we believe it is in the best interest of the Company, our stockholders, and the Named Executive Officers for the Committee to have the flexibility to design a compensation program appropriate to the current market environment and the Company’s goals.
Our compensation program is designed to retain and secure the continued leadership of our existing managerial talent as well as to attract future leaders for the Company. EachThe majority of our Named Executive Officer is aOfficers are long-term employeeemployees of the Company with tenures ranging from 15 to 29 years, resulting in a management team that is very knowledgeable about the Company and the transportation industry. This experience is extremely valuable, and our executives can be targets for recruitment by other companies, especially in the transportation and logistics industry. Other factors we consider when determining executive compensation include scope and complexity of the position, current objectives and responsibilities, internal equity, relative compensation within the peer group, and the executive’s performance.
/ 2024 PROXY STATEMENT 37
One of the primary considerations in implementing our compensation philosophy and objectives is striking the proper balance between fixed and at-risk (variable) compensation. Fixed compensation ensures that an executive receives a minimum level of pay irrespective of Company performance, which is important for retention and risk reduction. Variable compensation ties the executive’s compensation to Company performance, aligning the executive’s interests with those of the Company’s stockholders. The following charts show the significant portion of the Named Executive Officers’ 20222023 target compensation that was at risk and based on either reaching certain performance goals or the value of the Company’s Common Stock.
Our executive compensation program aims to achieve a strong relationship between pay and Company performance. In establishing compensation for our Named Executive Officers, the Compensation Committee reviews the historical trend of the average annual incentive payout and long-term incentive payout in a given year, as compared to the Company’s operating income. The following charts illustrate the respective trends of average annual incentive payouts and long-term incentive payouts to Named Executive Officers as compared to operating income over a ten-year period. Correlating cash incentive payments to improvements in operating income reinforces the Company’s emphasis on profitable growth and return on capital employed. For more information regarding pay for performance, see our “Pay Versus Performance” table on page 66, which we are providing as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.
/ 2024 PROXY STATEMENT 38
In 2022,2023, the Company held its twelfththirteenth annual stockholder advisory vote on the compensation paid to our Named Executive Officers, earning approximately 97%88% support. The Committee considered this strong support by stockholders as well as many other factors in evaluating the Company’s executive compensation programs. These factors include the alignment of our compensation programs with our corporate business objectives, evaluations of our programs by external consultants, and review of data from a select group of peers. Based on these considerations, the Committee did not make any changes to our executive compensation program, policies or pay levels as a result of the 20222023 say on pay advisory vote. The Committee and Company value feedback from our stockholders, and we will continue to consider this feedback when evaluating decisions regarding our executive compensation programs in the future.
The Compensation Committee is responsible for overseeing and approving compensation levels and incentive plans for the Named Executive Officers. The Compensation Committee has determined and reviewed the value and forms of compensation for Named Executive Officers and other officers based on Committee members’ knowledge and experience, competitive market compensation information, periodic review and analysis from an independent compensation consultant, and management recommendations. The Committee approves salary levels, incentive plan performance metrics, performance goals, payout
/ 2023 PROXY STATEMENT 31
opportunities, equity award levels and terms, and the peer group used for market benchmarking. The Committee also evaluates the need for, and the provisions of, severance arrangements for the Named Executive Officers;Officers, reviews risks associated with compensation plans;plans, and administers the Company’s clawback policy.
The Compensation Committee directly engages Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant. Meridian provided ongoing consulting assistance to the Compensation Committee throughout the year on areas such as compensation design, proxy disclosure, market trends, corporate governance practices, technical considerations and other matters. In particular, Meridian assisted the Committee by evaluating the Company’s compensation programs and award levels, participatedparticipating in Committee meetings when requested, and reviewedreviewing Committee materials.
Other than executive and director compensation consulting to the Board, the Compensation Committee and the Nominating/Corporate Governance Committee, Meridian does not provide any other services to the Company. The Compensation Committee has the final authority to hire and terminate the independent compensation consultant and evaluates the consultant periodically. The Chair of the Compensation Committee approves the fees paid to the consultant. The Compensation Committee has assessed the independence of Meridian under SEC rules and concluded that Meridian’s work for the Board, the Compensation Committee and the Nominating/Corporate Governance Committee does not raise any conflict of interest.
The Company has retained Mercer LLC (“Mercer”) to provide additional consulting services at the request of management and to assist with management’s recommendations for selecting our peer group and executive compensation. Mercer primarily assists management with market analysis plan design,and proxy disclosure review and review of corporate governance practices.review. The Company has assessed the independence of Mercer under SEC rules and concluded that Mercer’s work for management does not raise any conflict of interest. At the Company’s request, Mercer conducted a compensation review for Named Executive Officers in July 2021.2022. This study helped inform compensation decisions for 2022.2023.
The Company’s Chairman, President and Chief Executive Officer, Chief Legal Officer and Corporate Secretary, and Chief Human Resources Officer are routinely invited to attend Compensation Committee meetings to provide analysis and recommendations on compensation issues and other matters the Committee is considering. At certain meetings, Ms. McReynolds presents pay recommendations for her direct reports. Ms. McReynolds does not make recommendations regarding her own compensation. No executive participates in discussions concerning his or her own pay or attends Committee executive sessions, except to the extent requested by the Committee.
Management formulates its recommendations on executive compensation with assistance from Mercer. The Committee considers management recommendations and discusses proposals with Meridian before making decisions on compensation awarded to the executives. The Committee believes these discussions provide valuable insight, but the Committee is solely responsible for approving all pay decisions for the Named Executive Officers.
The Compensation Committee delegates to management the implementation and record-keeping functions related to the various elements of compensation it has approved, to the extent permissible. The Committee may not and does not delegate its authority to review and determine the form or value of compensation for Named Executive Officers.
/ 2024 PROXY STATEMENT 39
Total direct compensation for the Named Executive Officers is divided into two general categories: short-term cash compensation and long-term incentive compensation.
Although the Committee also reviews retirement, perquisites, and other benefits such as the 401(k) plan and health and welfare benefits, these benefits are not referenced against market data or used in determining direct compensation levels. For more information, see “Retirement and Other Benefits” and “Perquisites” in this CD&A.
/ 2023 PROXY STATEMENT 32
The Committee compares the Company’s compensation levels with the compensation of executives at similar entities in our industry to determine whether our compensation is competitive. The peer group is also used to gauge the Company’s performance for relative TSR in the C-LTIP.
The peer group includes the companies with which we compete in the transportation and logistics industry and for executive talent. Each year, with input from Meridian, the Committee reviews our current peer group using criteria such as market capitalization and revenues. Management also makes recommendations for our peer group.
Our 2023 peer group for market comparison is the same peer group used in 2022 (as disclosed in the 2023 proxy statement), except that, in accordance with inputthe terms of the C-LTIP plan, two companies were removed for 2023. In July 2023, following the acquisition of US Xpress Enterprises, Inc. (USX) by Knight-Swift Transportation Holdings, Inc. (also a peer group company), the Committee removed USX from Mercer.the C-LTIP awards for the 2021-2023, 2022-2024 and 2023-2025 performance periods. In addition, in October 2023, as a result of its Chapter 11 bankruptcy and subsequent delisting from Nasdaq, the Committee removed Yellow Corporation from the C-LTIP awards for the 2021-2023, 2022-2024 and 2023-2025 performance periods.
Our peer group for market compensation benchmarking for 20222023 is listed in the table below. Our peer group is identical to our prior peer group from 2021 other than the removal of Echo Global Logistics, Inc. (which underwent a go-private transaction) and the addition of TFI International Inc. following its acquisition of UPS Freight in April 2021.below:
Company Name | Revenue in 2023 | |
ArcBest Corporation |
| 4,427 |
Covenant Logistics Group, Inc. |
| 1,104 |
Forward Air Corporation |
| 1,371 |
Hub Group, Inc. |
| 4,203 |
J.B. Hunt Transport Services, Inc. |
| 12,830 |
Knight-Swift Transportation Holdings, Inc. |
| 7,142 |
Landstar System, Inc. |
| 5,303 |
Old Dominion Freight Line, Inc. |
| 5,866 |
Saia, Inc. |
| 2,881 |
Schneider National, Inc. |
| 5,499 |
TFI International Inc. |
| 7,521 |
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Werner Enterprises, Inc. |
| 3,283 |
/ 2024 PROXY STATEMENT 40
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Target total compensation and each pay component are designed to approximate the 50th percentile of the peer group, with actual pay outcomes that vary based on company performance. Although the Committee considers these market benchmarks, compensation for a given executive may further vary from market based on the executive’s experience, the scope and complexity of the executive’s position, the executive’s current objectives and responsibilities, internal equity, the executive’s performance, and retention needs.
In setting performance goals for the incentive plans, theCommittee references the historical long-term ROCE of the S&P 500 companies. We believe inclusion of Adjusted ROCE as an incentive metric is an important factor in our performance and keeps our leadership focused on efficient capital deployment for both the short-term and the long-term, which increases the value of the Company to its stockholders. 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. In addition, for long-term incentives, the Company uses TSR relative to our industry peer group to more directly align the long-term cash incentive plan with shareholder value creation.
Base salary is a fixed component of compensation paid for performing specific job duties and functions. Base salary is an important component of compensation and is crucial to our ability to attract and retain key talent. The Compensation Committee reviews base salaries for Named Executive Officers and the other executive officers annually, considering the following:
the Company’s compensation philosophy and objectives, including consideration of the executive’s experience, the scope and complexity of the executive’s position, the executive’s current objectives and responsibilities, internal equity, the executive’s performance, and retention needs;
market analysis;
input from the Committee’s independent compensation consultant;
economic and inflationary factors;
the Company’s recent and historical financial performance;
the Company’s strategic plans;
the Company’s resources; and
the Chairman, President and Chief Executive Officer’s recommendations (regarding executives other than herself).
| ■ | the Company’s compensation philosophy and objectives, including consideration of the executive’s experience, the scope and complexity of the executive’s position, the executive’s current objectives and responsibilities, internal equity, the executive’s performance, and retention needs; |
| ■ | market analysis; |
| ■ | input from the Committee’s independent compensation consultant; |
| ■ | economic and inflationary factors; |
| ■ | the Company’s recent and historical financial performance; |
| ■ | the Company’s strategic plans; |
| ■ | the Company’s resources; and |
| ■ | the Chairman, President and Chief Executive Officer’s recommendations (regarding executives other than herself). |
/ 2023 PROXY STATEMENT 33
The Committee does not assign a specific weighting to any of these factors. In considering any increase in base salary, the Committee takes into account the effect such an increase would have on the Named Executive Officer’s potential annual incentive, because compensation under those awards is calculated based on a percentage of the individual’s base salary.
Based on the Committee’s annual review and the strong performance of the Named Executive Officer team, the Committee increased base salary levels for Ms. McReynolds and Messrs. Runser, Anderson, Newcity and Cobb effective January 1, 2023 to generally reflect the 50th percentile of the peer group effective January 1, 2022.group. The following chart sets forth the base salaries for each Named Executive Officer for 20212022 and 2022.2023.
| Base Salary at December 31, 2022 | Base Salary at December 31, 2023 | ||
| Judy R. McReynolds | $ 848,720 | $ 900,000 | |
| J. Matthew Beasley(1) | - | 450,000 | |
| Seth K. Runser | 437,750 | 475,000 | |
| Dennis L. Anderson II | 413,751 | 430,301 | |
| Michael E. Newcity | 415,396 | 432,012 | |
| David R. Cobb(2) | 489,250 | - |
| (1) | Mr. Beasley became Chief Financial Officer in May 2023. He was not serving as an executive officer as of December 31, 2022, and his salary at December 31, 2023, reflects the annualized base salary resulting from his mid-year role change. The amount of base salary actually earned by Mr. Beasley, taking into account the mid-year role change, is reported in the “Salary” column of the “Summary Compensation Table.” |
| (2) | Mr. Cobb retired from the Company in October 2023. His annual base salary at the time of his retirement was $508,820. |
/ 2024 PROXY STATEMENT 41
| Base Salary at December 31, 2021 | Base Salary at December 31, 2022 | ||
Judy R. McReynolds |
| $ 824,000 |
| $ 848,720 |
David R. Cobb |
| 475,000 |
| 489,250 |
Michael E. Newcity |
| 403,297 |
| 415,396 |
Seth Runser(1) |
| 382,133 |
| 437,750 |
Daniel E. Loe |
| 401,700 |
| 413,751 |
Dennis L. Anderson II |
| 401,700 |
| 413,751 |
(1) Mr. Runser became ABF Freight President in July 2021. His salary in 2021 is reflective of a mid-year role change. | ||||
| Back to Contents |
The annual cash incentive for 20222023 was based on the Company’s ROCE (adjusted)Adjusted Operating Income and operating income (adjusted).Adjusted ROCE. As in prior years, the two performance metrics were equally weighted.
Adjusted Operating income (adjusted) is generally determined based on therepresents operating income shown byas reported in the Company’s consolidated financial statements, adjusted (if applicable to the covered period) to (i) add back (a) certain annual or long-term incentive compensation expenses, including AIP and C-LTIP, and (b) direct third-party acquisition expenses, and (ii) exclude (a) all revenue and expenses for nonrecurringbusinesses acquired during the measurement period, (b) any expenses resulting directly from reorganization and restructuring that are publicly disclosed, (c) any increases or decreases from certain extraordinary, unusual itemsor non-recurring item as approved by the Compensation Committee, (d) any increases or decreases resulting from changes in accounting principles, (e) any losses from a discontinued operation, (f) any goodwill, other intangible asset, and other items set forth in the ArcBest Corporation Executive Officer Incentive Compensation Plan.lease-related impairment charges, and (g) any settlement and termination expenses (including withdrawal liabilities) relating to pension plans. The use of operating incomeAdjusted Operating Income reinforces the Company’s emphasis on profitable growth.
Adjusted ROCE (adjusted) is generally calculated by dividingrepresents net income divided by average adjusted debt plus average equity for the applicablemeasurement period, (withwith net income, debt and equity adjusted for nonrecurring(if applicable to the covered period) to (i) add back (a) certain after-tax annual or long-term incentive compensation expenses, including expenses related to the AIP and C-LTIP, and (b) after-tax direct third-party acquisition expenses, interest expense, and amortization of intangibles, and (ii) exclude (a) all revenue, expenses, and taxes from, and debt attributable to, businesses acquired during the measurement period, (b) any decreases in net income resulting directly from reorganization and restructuring expenses that are publicly disclosed, (c) any increases or decreases to ROCE resulting from any extraordinary, unusual or non-recurring items as approved by the Compensation Committee, (d) any increases or decreases in net income resulting from changes in accounting principles, (e) any losses from a discontinued operation, (f) the effect of changes in federal income tax law or regulations affecting reported results during the measurement period, (g) any goodwill, other intangible asset, and other items set forthlease-related impairment charges, (h) any after-tax income from cash and short-term investments attributable to any reduction in the ArcBest Corporation Executive Officer Incentive Compensation Plan).average debt, and (i) any after-tax settlement and termination expenses (including withdrawal liabilities) relating to pension plans. As discussed earlier, our ROCE goal is based on the historical average ROCE of the S&P 500 companies over longer periods of time. The Committee and management believe that Adjusted ROCE keeps participants focused on the profitable use of Company resources, 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.
Each Named Executive Officer’s target annual incentive opportunity is expressed as a percentage of base salary.salary earned during the plan year. The following table shows the incentive targets for 2022.
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2023. The annual incentive opportunities (as a percentage of base salary) for the named executive officersMessrs. Anderson, Newcity and Cobb were unchanged from 2021. The maximum total payout potential is 250%2022, but the opportunities for Ms. McReynolds and Mr. Runser were increased from 100% to 110% and 70% to 75%, respectively, to generally reflect the 50th percentile of the targetpeer group. Mr. Beasley’s annual incentive assuming Company performance is at or above the maximum goal levels for operating income and ROCE.opportunity was increased from 40% to 65% in connection with his appointment as CFO in May 2023.
| Annual Target Incentive (% of Base Salary)(1) | |
| Judy R. McReynolds | 110% |
| J. Matthew Beasley(2) | 65% |
| Seth K. Runser | 75% |
| Dennis L. Anderson II | 65% |
| Michael E. Newcity | 65% |
| David R. Cobb(3) | 75% |
| (1) | The maximum total payout potential is 250% of the target incentive, assuming Company performance is at or above the maximum goal levels for Adjusted OperatingIncome and Adjusted ROCE. |
| (2) | Mr. Beasley became CFO in May 2023. His annual target incentive (as a percentage of base salary) reported in this table reflects only the target resulting from his mid-year role change. However, his actual target opportunity and payout amount, as reported in the “Performance Results” section below and the “Summary Compensation Table”, were calculated based on 40% of base salary earned for the period of January 1 through May 13, 2023, and 65% of base salary earned for the period of May 14 through December 31, 2023. |
| (3) | Mr. Cobb retired from the Company in October 2023. He remained eligible for the annual incentive opportunity under the terms of the AIP because he was a participant in the plan for more than ninety days during the plan year. |
/ 20232024 PROXY STATEMENT 3442
The following tables show the goals and associated payouts for the two performance metrics utilized for the 20222023 annual incentive.
| * | The payout earned for performance at levels between those indicated is calculated using straight-line interpolation, except that no payout is earned for performance below the Threshold performance levels. |
Actual operating incomeAdjusted Operating Income achieved for 20222023 as measured under the annual cash incentive plan was $514.4$275.5 million, greater thanfalling below the maximumtarget performance amount, resulting in a payout of 200%25.5% for the operating incomeAdjusted Operating Income portion of the annual incentive. Adjusted ROCE for the year was 39.9%20.1%, greater thanexceeding the maximum performance amount, resulting in a payout of 300% for the Adjusted ROCE portion of the annual incentive. Combining the two payouts, weighted 50% each, produced a maximum total payout of 250%162.75% of the target incentive opportunity. Actual payouts for 20222023 performance are shown below:
| 2022 Target Annual Incentive Opportunity | 2022 Actual Annual Incentive Plan Payout | ||
Judy R. McReynolds |
| $ 848,720 |
| $ 2,121,800 |
David R. Cobb |
| 366,938 |
| 917,344 |
Michael E. Newcity |
| 270,007 |
| 675,018 |
Seth Runser |
| 306,425 |
| 766,062 |
Daniel E. Loe |
| 268,938 |
| 672,345 |
Dennis L. Anderson II |
| 268,938 |
| 672,345 |
| 2023 Target Annual Incentive Opportunity | 2023 Actual Annual Incentive Plan Payout | |||||||||
| Judy R. McReynolds | $ | 990,000 | $ | 1,611,225 | ||||||
| J. Matthew Beasley(1) | 229,877 | 374,125 | ||||||||
| Seth K. Runser | 356,250 | 579,797 | ||||||||
| Dennis L. Anderson II | 279,696 | 455,205 | ||||||||
| Michael E. Newcity | 280,808 | 457,014 | ||||||||
| David R. Cobb(2) | 381,615 | 493,460 | ||||||||
| (1) | Mr. Beasley’s 2023 target opportunity reflects the sum of his AIP opportunities before and after he became CFO based on his annual target incentive (as a percentage of base salary) and base salary in effect during such periods. |
| (2) | In light of his retirement in October 2023, Mr. Cobb received a pro-rated portion of his annual incentive payout. |
/ 20232024 PROXY STATEMENT 3543
Our long-term compensation target incentive opportunity consists of two components: (i) a three-year cash incentive opportunity (“2023-2025 C-LTIP”), and (ii) a time-vested RSU award. The following table shows the targets for long-term incentive compensation opportunities awarded in 20222023 for the 2022-20242023-2025 C-LTIP and the 20222023 RSU award.
| Total Long-Term Compensation Target Incentive Opportunity (Fixed Dollar Amount) | 2022-2024 C-LTIP Target Value | 2022 RSU Grant Value |
Judy R. McReynolds | $ 2,500,000 | $ 1,250,000 | $ 1,250,000 |
David R. Cobb | 800,000 | 400,000 | 400,000 |
Michael E. Newcity | 540,000 | 270,000 | 270,000 |
Seth Runser | 650,000 | 325,000 | 325,000 |
Daniel E. Loe | 550,000 | 275,000 | 275,000 |
Dennis L. Anderson II | 550,000 | 275,000 | 275,000 |
| Total Long-Term Compensation Target Incentive Opportunity (Fixed Dollar Amount) | 2023-2025 C-LTIP Target Value | 2023 RSU Grant Value | |||||||||||||
| Judy R. McReynolds | $ | 2,500,000 | $ | 1,250,000 | $ | 1,250,000 | |||||||||
| J. Matthew Beasley(1) | 390,000 | 90,000 | 300,000 | ||||||||||||
| Seth K. Runser | 650,000 | 325,000 | 325,000 | ||||||||||||
| Dennis L. Anderson II | 550,000 | 275,000 | 275,000 | ||||||||||||
| Michael E. Newcity | 540,000 | 270,000 | 270,000 | ||||||||||||
| David R. Cobb(2) | 400,000 | 400,000 | - | ||||||||||||
| (1) | Mr. Beasley’s 2023-2025 C-LTIP target value award reflects the value awarded for Mr. Beasley’s role prior to his becoming CFO in May 2023. |
| (2) | Because Mr. Cobb retired in October 2023, he did not complete at least twelve months of the performance period and, therefore, is not eligible to receive a payout under the 2023-2025 C-LTIP. He did not receive a 2023 RSU award. |
The value of the long-term target incentive opportunity established for each Named Executive Officer was based, in large part, on the respective officers’ positions within the Company. Because half of the target award is delivered in the form of RSUs, the Committee also considers the number of shares available for grant, the number of previously granted awards currently outstanding, the burn rate, and potential shareholder dilution.
The Committee has awarded cash long-term cash incentive opportunities since 2006. We have observed that these awards, which are exclusively performance-based, appropriately reward management and drive performance with respect to the Company’s key financial metrics. The three-year performance cycle encourages a long-term perspective, while the payout being driven by relative TSR and three-year average Adjusted ROCE (adjusted) incentivizes sustainable value creation relative to our peers along with profitability and capital efficiency. Using cash-based awards also mitigates the dilutive effect of solely offering long-term equity compensation. In February 2022,2023, the Committee granted a three-year cash incentive award for the performance period from January 1, 2022,2023 through December31, 2024,2025, using the same two metrics we have used in recent years: three-year average Adjusted ROCE (adjusted) and relative TSR, each weighted 50%.
Relative TSRrewards participants when the Company outperforms our peer group and directly aligns executives’ interests with shareholder value creation relative to our peers. The payout for the relative TSR component is based on the percentile rank of the Compounded Annual Growth Rate (“CAGR”) of our TSR relative to our peer group over the three-year measurement period. For these purposes, we calculate TSR as the annualized rate of return reflecting price appreciation between the beginning 60-day average share price (ending December 31 of the year immediately prior to the beginning of the measurement period) and the ending 60-day average share price (ending December 31 of the final year of the measurement period), adjusted for dividends paid and the compounding effect of reinvested dividends.dividends and any stock dividend on, dividend of or stock split or stock combination of, or any like change in, stock of the same class, for any change in the capital structure of the Company or a peer group company, or to exclude any peer group company that is no longer publicly traded. CAGR converts the total return into a value that indicates what the return was on an annual basis for the three-year period. For information on the performance peer group for the relative TSR component of the 2022-20242023-2025 cash long-term incentive plan, refer to page 33.40.
Adjusted ROCE for the three-yearthree-year performance periodmeasures the efficient use of corporate assets to create profitable growth and aligns executives’ interest with our profitability and appropriate employment of capital. As previously discussed, the Committee and management believe that Adjusted ROCE keeps participants focused on the profitable use of Company resources, which increases the value of the Company to its stockholders.
For the Adjusted ROCE component, the three-year average goal is based on historical averages for S&P 500 companies over longer periods of time, as discussed on page 34.42. For purposes of the 2023-2025 C-LTIP, Adjusted ROCE is generally calculated by dividing net income by average adjusted debt plus average equitydefined substantially the same as Adjusted ROCE for the applicable period (with net income, debtAIP, except that (i) after-tax annual incentive compensation expenses are not added back, and equity adjusted for nonrecurring or unusual items and other items set forth in(ii) certain additional adjustments are made to reflect the ArcBest Corporation Executive Officer Incentive Compensation Plan).multi-year performance period.
/ 20232024 PROXY STATEMENT 3644
The tables below show the goals and associated payoutspayout potential for the two performance metrics utilized for the 2022-20242023-2025 C-LTIP. Payments for the 2022-20242023-2025 C-LTIP, if any, will be made in early 2025.2026. The maximum total payout potential is 250% of the target incentive, assuming Company performance is at or above the maximum goal levels for operating incomerelative TSR and Adjusted ROCE.
| Relative TSR | Payout Earned for Relative TSR (% of target earned)* | Adjusted ROCE % Achieved | Payout Earned for Adjusted ROCE (% of target earned)* | |
| <25th percentile | 0% | <9% | 0% | |
| 25th percentile (threshold) | 25% | 9% (threshold) | 50% | |
| 50th percentile | 100% | 14% | 100% | |
| ≥75th percentile | 200% | ≥19% | 300% |
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|
|
|
|
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ROCE % Achieved | Payout Earned for ROCE (% of target earned)* |
<8% | 0% |
8% (threshold) | 50% |
13% | 100% |
≥18% | 300% |
The payout earned for performance at levels between those indicated is calculated using straight-line interpolation, except there is no payout for performance below the threshold level.
The Company grants RSU awards to help align the executives’ interests with those of our stockholders. In 2022,2023, Named Executive Officers were granted time-vested RSUs as shown in the table below.
Named Executive Officer | RSU Target Grant Value | RSUs Granted in 2022* |
Judy R. McReynolds | $ 1,250,000 | 15,700 |
David R. Cobb | 400,000 | 5,000 |
Michael E. Newcity | 270,000 | 3,400 |
Seth Runser | 325,000 | 4,100 |
Daniel E. Loe | 275,000 | 3,400 |
Dennis L. Anderson II | 275,000 | 3,400 |
* The number of RSUs granted is based on the target award value established by the Committee divided by the closing stock price of the Company’s Common Stock on the date of grant and rounded to the nearest 100 units. | ||
| Named Executive Officer | RSU Target Grant Value | RSUs Granted in 2023(1) | ||||||
| Judy R. McReynolds | $ | 1,250,000 | 14,200 | |||||
| J. Matthew Beasley | 300,000 | 3,400 | ||||||
| Seth K. Runser | 325,000 | 3,700 | ||||||
| Dennis L. Anderson II | 275,000 | 3,100 | ||||||
| Michael E. Newcity | 270,000 | 3,100 | ||||||
| David R. Cobb(2) | - | - | ||||||
| (1) | The number of RSUs granted is based on the target award value established by the Committee divided by the closing stock price of the Company’s Common Stock on the date of grant and rounded to the nearest 100 units. |
| (2) | Mr. Cobb did not receive a grant under the 2023 RSU award in light of his previously announced plan for early retirement in October 2023. |
The Committee believes the award of RSUs with time-based vesting makes it easier for the Named Executive Officers to accumulate an equity interest in the Company and comply with our Stock Ownership Policy and also helps to retain key talent. RSUs granted in 20222023 are subject to three-year ratable vesting, with one-third of the awards vesting on each of the first, second and third anniversaries of the grant date. Stock will be issued in settlement of the RSUs on the vesting dates, or earlier if the Named Executive Officer experiences a qualifying termination of employment. No dividends or dividend equivalents are paid to Named Executive Officers on RSUs. See “Outstanding Equity Awards at 20222023 Fiscal Year-End” for additional information regarding these awards.
/ 2024 PROXY STATEMENT 45
The performance period for the 2020-20222021-2023 C-LTIP ended on December 31, 2022.2023. The Company’s actual TSR percentile rank was 100th and three-year average Adjusted ROCE (adjusted) was 26.7%28.56%, both above the maximum performance levels, resulting in an aggregate payout of 250% of the target incentive opportunity, as reflected in the table below. The individual incentive targets were calculated using base salary duringexpressed as a fixed dollar value based, in large part, on the performance period.respective officers’ positions within the Company. The original performance payout tablestargets for the 2020-20222021-2023 awards can be found in our proxy statement for our 20212022 Annual Meeting of Stockholders.
| 2020-2022 Target C-LTIP Opportunity | 2020-2022 Actual C-LTIP Payout |
Judy R. McReynolds | $ 860,000 | $ 2,150,000 |
David R. Cobb | 325,000 | 812,500 |
Michael E. Newcity | 265,000 | 662,500 |
Seth Runser(1) | 170,000 | 425,000 |
Daniel E. Loe | 210,000 | 525,000 |
Dennis L. Anderson II | 210,000 | 525,000 |
Mr. Runser’s target C-LTIP opportunity for the 2020-2022 performance period is based on his role as Vice President — Linehaul Operations at the time of the award.
| 2021-2023 Target C-LTIP Opportunity | 2021-2023 Actual C-LTIP Payout | |
| Judy R. McReynolds | $ 1,000,000 | $ 2,500,000 |
| J. Matthew Beasley(1) | N/A | N/A |
| Seth K. Runser(2) | 250,000 | 625,000 |
| Dennis L. Anderson II | 275,000 | 687,500 |
| Michael E. Newcity | 270,000 | 675,000 |
| David R. Cobb | 400,000 | 916,667 |
| (1) | Mr. Beasley joined the Company in 2022, and did not receive an award under the 2021-2023 C-LTIP. |
| (2) | Mr. Runser was ABF Freight Chief Operating Officer at the time of the 2021-2023 C-LTIP award, and his target incentive opportunity was based on his position at that time. |
Management has evaluated our compensation policies and practices, including our incentive plans, to determine whether any create risks that are reasonably likely to have a material adverse effect on the Company. The primary responsibility for this evaluation is assigned to the Company’s Risk Management Committee, which is made up of several members of senior management. Based on this evaluation, management concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Management’s evaluation, including the conclusions reached by the Risk Management Committee, was discussed with the Compensation Committee.
The information used by management and the Risk Management Committee and provided to the Compensation Committee included a framework of potential risk factors for certain compensation plans and identified how the Company’s existing processes and compensation programs mitigate those risks. Mitigating factors for potential risks included:
a combination of short- and long-term compensation;
| ■ | a combination of short- and long-term compensation; |
| ■ | a combination of equity- and cash-based compensation; |
| ■ | multiple performance metrics; |
| ■ | relative performance metrics; |
| ■ | robust financial control policies and audit practices; |
| ■ | caps for potential amounts earned under annual and long-term incentive plans; |
| ■ | a robust clawback policy that goes beyond the minimum requirements under the Nasdaq listing standards; |
| ■ | a prohibition against hedging transactions or pledging of shares; |
| ■ | multi-year vesting periods for equity awards; |
| ■ | stock ownership requirements for executive officers; |
| ■ | retention of an independent compensation consultant to advise the Compensation Committee; |
| ■ | approval of performance criteria and performance results by the Compensation Committee, which consists of only independent Directors; and |
| ■ | review of peer groups by an independent compensation consultant and the Compensation Committee. |
a combination of equity- and cash-based compensation;
multiple performance metrics;
relative performance metrics;
robust financial control policies and audit practices;
caps for potential amounts earned under annual and long-term incentive plans;
a robust clawback policy;
a prohibition against hedging transactions or pledging of shares;
multi-year vesting periods for equity awards;
stock ownership requirements for executive officers;
retention of an independent compensation consultant to advise the Compensation Committee;
approval of performance criteria and performance results by the Compensation Committee, which consists of only independent Directors; and
review of peer groups by an independent compensation consultant and the Compensation Committee.
The most recent risk management evaluation was provided to the Compensation Committee in December 2022.February 2024. Based on the information provided and the Compensation Committee’s knowledge of the Company’s compensation policies and practices, the Compensation Committee agreed with management’s conclusion that the risks arising from our compensation plans and practices are not reasonably likely to have a material adverse effect on the Company.
/ 2024 PROXY STATEMENT 46
The Committee monitors and reviews the Company’s executive compensation programs on an ongoing basis. In December 2023, with the assistance of Meridian, the Committee evaluated the incentive plan structure, including program objectives, market comparisons, and compensation philosophy. Based on this review, the Committee approved the following adjustments to the Company’s executive incentive compensation plans beginning in 2024, to provide for increased focus on long-term performance and to further align with market practice:
| ■ | Revised the performance metric weighting utilized in our AIP to 60% Adjusted Operating Income and 40% Adjusted ROCE (from equal weighting in 2023) and harmonized the maximum payout percentages for each performance metric to 250% (from 200% and 300%, respectively); |
| ■ | Revised the long-term incentive compensation weighting to 60% performance-based C-LTIP and 40% time-vested RSUs (from equal weighting in 2023); and |
| ■ | Revised the performance metric weighting utilized in our C-LTIP to 60% three-year average Adjusted ROCE and 40% Relative TSR (from equal weighting in 2023) and harmonized the maximum payout percentages for each performance metric to 250% (from 300% and 200%, respectively). |
The Committee believes the Named Executive Officers should maintain meaningful equity holdings in the Company to align their interests with those of the Company’s other stockholders. The Board adopted a Stock Ownership Policy forthat requires Named Executive Officers that requires them to own stock with a value equal to or greater than an establisheda multiple of their base salary, as shown in the table below.
Position Title | Stock Ownership Multiple |
ArcBest Chairman, President and CEO | 5 x base salary |
Other Named Executive Officers | 3 x base salary |
Participants are prohibited from selling any Company stock (except to pay the taxes generated by an equity grant vesting) until the ownership requirement is attained. Stock owned in a Company-sponsored retirement plan, RSUs, and stock owned outright all count toward the ownership requirement. Vested or unvested stock options or stock appreciation rights, unearned performance shares, and shares beneficially owned by the family members of the Named Executive Officers do not count toward the ownership requirement. The Committee reviews ownership levels annually. As of the most recent review in April 2022,2023, all Named Executive Officers have met or exceeded their ownership multiple requirement, except for Mr. Beasley who became Chief Financial Officer in 2023 and must retain shares in accordance with the Stock Ownership Policy until he satisfies the stock ownership requirement.
The Nominating/Corporate Governance Committee administers the Stock Ownership Policy and considers changes related to employees as recommended by the Committee. The Nominating/Corporate Governance Committee reserves the right to amend or terminate this policy at any time or waive the restrictions for any individual in its sole discretion.
Pursuant to the Ownership Incentive Plan, any shares issued in the future upon exercise of a stock option or stock appreciation right (should any be granted under the plan) may not be sold before the earlier of (i) twelve months following the date of exercise and (ii) the date of termination of the applicable employee’s employment.
The Company’s policy for granting equity awards states:
the Compensation Committee is responsible for granting equity-based compensation for employees;
the Compensation Committee establishes a fixed dollar value for each grant recipient;
| ■ | the Compensation Committee is responsible for granting equity-based compensation for employees; |
| ■ | the Compensation Committee establishes a fixed dollar value for each grant recipient; |
| ■ | the award dates for each grant are five business days following the Company’s applicable quarterly earnings release, unless a different date is approved by the Board; |
| ■ | the number of shares/units awarded will be based on the fixed dollar value established by the Compensation Committee divided by the closing price of the Company’s Common Stock on the specified award date and rounded to the nearest 100 shares, unless otherwise approved by the Board; and |
| ■ | any award that does not conform to these policy requirements must be approved by the Board. |
/ 2023 PROXY STATEMENT 38
the award dates for each grant are five business days following the Company’s applicable quarterly earnings release, unless a different date is approved by the Board;
the number of shares/units awarded will be based on the fixed dollar value established by the Compensation Committee divided by the closing price of the Company’s Common Stock on the specified award date and rounded to the nearest 100 shares, unless otherwise approved by the Board; and
any award that does not conform to these policy requirements must be approved by the Board.
The Committee has implemented a policy for the “clawback” of any bonus or incentivecovered compensation awarded to any executive officer, including a Named Executive Officer, under certain circumstances. Under the terms of the“Covered compensation” is broadly defined in this policy the Committee may require reimbursement ofto include any cash, equity or equity-based award or payment, including incentive compensation, that is granted,
/ 2024 PROXY STATEMENT 47
awarded, vested, made to, received or earned by an executive officer.
Effective October 2, 2023, the Committee amended the clawback policy to comply with the new Nasdaq listing standards that implement the SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and applies to our executive officers. In accordance with these new rules, the policy requires the recoupment, reimbursement or forfeiture of any erroneously awarded incentive plan tocompensation (as defined in the policy and the new SEC rules) received by an executive officer in the event of:
a materialif, regardless of any misconduct or fault, we are required to prepare an accounting restatement of the Company’s financial statements due to non-compliancematerial noncompliance with any financial reporting requirement under applicable securities laws, regardlesslaws.
In addition, the clawback policy allows for the recovery of covered compensation in the existenceevent of misconduct or fault;
(i) an overpayment as the result of an error, including errors in determination of performance metric results or in the calculation of an officer’s covered compensation; or
(ii) an Actact of Misconduct (as such term is definedmisconduct by the officer. Under the policy, an “act of misconduct” means the officer (i) has committed an act of (a) gross misconduct or fraud in the clawback policy) byperformance of the officer’s duties to the Company or any Subsidiary, (b) embezzlement, fraud or dishonesty, (c) material theft or misappropriation of Company or subsidiary property, (d) nonpayment of any obligation owed to the Company or any subsidiary, (e) breach of fiduciary duty, or (f) violation of Company ethics policy or Code of Conduct, deliberate disregard of Company or subsidiary policies; (ii) is convicted of or enters into a guilty plea or plea of nolo contendere with regard to any felony or act of moral turpitude; (iii) makes an unauthorized disclosure of any Company or subsidiary trade secret or confidential information; (iv) solicits any employee or service provider to leave the employ or cease providing services to the Company or any subsidiary; (v) breaches any intellectual property or assignment of inventions covenant; (vi) engages in any conduct constituting unfair competition or breaches any non-competition agreement; (vii) induces any Company or subsidiary customer to breach a contract with the Company or any subsidiary or to cease doing business with the Company or any subsidiary; or (viii) induces any principal for whom the Company or any subsidiary acts as agent to terminate such agency relationship. In the event of an act of misconduct, the Committee can effect the cancellation of unvested or outstanding compensation previously granted or awarded to an executive officer.
All Company officers, including Named Executive Officers, and certain other employees, as well as non-employee Directors, are subject to the Insider Trading Policy, which prohibits certain transactions in the Company’s securities, including the purchase or sale of puts, calls, options or other derivative securities based on the Company’s securities. The Insider Trading Policy also prohibits monetization transactions, such as forward sale contracts (in which a stockholder continues to own the underlying security without having all the risks or rewards of ownership, executes a short-sale of Company securities, or “sells against the box”—failing to deliver sold securities), as well as any other hedging or pledging transaction involving the Company’s securities. This policy does not include ArcBest stock options exercised in accordance with the terms of the Company’s equity plan. The Company does not have any outstanding stock option awards.
The Named Executive Officers are eligible to participate in retirement and benefit programs as described below. The Committee believes the benefits provided by these programs continue to be important factors in attracting and retaining the overall officer group, including the Named Executive Officers.
Prior to 2009, the Company provided Named Executive Officers with the predominant portion of their long-term compensation through post-employment payments under the Supplemental Benefit Plan (the “SBP”) and Deferred Salary Agreements (“DSA”) described on page 48.58. All benefits under these plans have been frozen, and officers now receive a significant portion of their long-term compensation through the long-term incentive cash and equity compensation previously described. Ms. McReynolds is the only Named Executive Officer with a frozen SBP or DSA benefit. The other Named Executive Officers were promoted or hired after the freeze and therefore are not participants in those plans.
Following are the various benefit programs in which the Named Executive Officers have either active or frozen participation.
401(k) and DC Retirement Plan
The Company maintains the ArcBest 401(k) and DC Retirement Plan for eligible non-contractual employees. The Named Executive Officers can participate in this plan on the same basis as all other eligible employees. The Company matches 50% of each employee’s contributions up to a maximum of 6% of the employee’s eligible earnings, subject to the Internal Revenue Service (“IRS”) annual compensation limit.
The Company also makes Discretionary Defined Contributions under the 401(k) and DC Retirement Plan, which are determined annually based on the Company’s operating results. The amount of the Discretionary Defined Contribution is based on a percentage of annual eligible compensation (as defined under the plan).
Health and Welfare Plans
The Company provides medical, dental, vision, life insurance and disability benefits to all eligible non-contractual employees. The Named Executive Officers can participate in these benefit plans on the same basis as all other eligible non-contractual employees.
Officer Life Insurance
Corporate officers and certain other subsidiary officers, including the Named Executive Officers, are provided with life insurance coverage of $1 million in the event they suffer accidental death while traveling on Company business.
/ 2024 PROXY STATEMENT 48
Post-Employment Supplemental Medical Policy (“Executive Medical Policy”)
Corporate
Certain corporate officers and certain other subsidiary officers, including certain of the Named Executive Officers, and their eligible dependents have lifetime health coverage under the Company’s Executive Medical Policy following their termination of employment after age 55 with 10 years of service. The health coverage is provided through a fully insured third party-provided health plan. Eligible retired officers from age 55 to 60 pay a premium to the Company, equivalent to the then-current COBRA rate applicable to qualifying former employees. From age 60 to 65, a retired officer is required to reimburse the Company an amount equivalent to $250 per
/ 2023 PROXY STATEMENT 39
individual covered per month, up to a maximum of $500 per month. For retired officers age 65 and over, reduced premiums are charged by the Company for continued retiree coverage. Participation in thisNew participants have not been added to the plan was frozen insince 2017. All of our current Named Executive Officers (other than Mr. Beasley) are eligible participants.
The Executive Medical Policy provides that coverage will be forfeited if the officer becomes an employee, consultant or director of, or has an ownership interest in, any competitor of the Company.
Supplemental Benefit Plan
Prior to 2010, the Company maintained a noncontributory, unfunded supplemental pension benefit plan (“SBP”) that supplemented benefits under the Company’s legacy Pension Plan. Under the SBP, the Company paid sums in addition to amounts payable under the Pension Plan to eligible officers, including eligible Named Executive Officers. The SBP has been frozen since December 31, 2009. Ms. McReynolds has a frozen benefit under the SBP. See “2022“2023 Pension Benefits” for more information.
Deferred Salary Agreements
The Company has unfunded, noncontributory DSAs with certain of theirits officers. No Named Executive Officers are active participants in a DSA, but Ms. McReynolds has a frozen benefit under a DSA. See “2022“2023 Pension Benefits” for more information.
Perquisites provided by the Company are generally limited to situations where there is some related business benefit to the Company, such as personal travel cost associated with spousal attendance at Company or industry events. See the “Summary Compensation Table” for a listing of the reportable perquisites for the Named Executive Officers.
None of our Named Executive Officers is party to an employment agreement with the Company. However, the Named Executive Officers do participate in the Amended and Restated 2012 Change in Control Plan (the “2012 Change in Control Plan”) for certain senior officers of the Company. The Board amended and restated the plan in October 2022 to, among other things, clarify the treatment of outstanding equity awards upon a change in control. The Committee believes this plan serves the best interests of our stockholders since it is designed to help retain executives during uncertain times leading up to and immediately following a change in control. By providing fair compensation in the event of termination following a change in control, the plan is designed to allow the executives to reasonably evaluate potential actions without concern over how it may impact them financially.
The benefits under the 2012 Change in Control Plan are intended to provide the officer participants with a reasonable severance package that is based on the value the officers have created and is realized by the Company’s stockholders in the event of a change in control. The Company does not gross up for taxes a Named Executive Officer may owe on change in control benefits, including any excise taxes under Internal Revenue Code (IRC)(“IRC”) Section 4999. Under the terms of the 2012 Change in Control Plan, a best-net calculation will be performed to determine whether change in control benefits due to the Named Executive Officers should be reduced (so no excise tax will be imposed) or should be paid in full (with any resulting excise taxes to be paid in full by the Named Executive Officer). See “Potential Payments upon Termination or Change in Control” for additional information regarding the provisions of the 2012 Change in Control Plan.
/ 2024 PROXY STATEMENT 49
Section 162(m) of the IRC limits the tax deductibility of annual compensation paid to certain executives to $1 million. As a result, the Company will not receive a federal income tax deduction for any compensation paid to its Named Executive Officers in excess of $1 million except to the extent awards, if any, are “grandfathered” under applicable exceptions. The Committee believes that stockholder interests are best served by not restricting its flexibility in structuring compensation programs, even if those programs result in non-deductible compensation expenses.
IRC Section 280G applies to payments made to executives of a company in connection with a change in control and prohibits the deduction of any “excess parachute payment.” Benefits payable under the 2012 Change in Control Plan, as well as accelerated vesting of equity awards and annual and long-term cash incentives, could result in “excess parachute payments” that are not deductible by the Company. For more information regarding amounts payable and benefits available upon the occurrence of certain changes in control, see “Executive Compensation — Potential Payments upon Termination or Change in Control.”
The Company designs and operates its nonqualified deferred compensation arrangements in a manner that is intended to be exempt or compliant with Section 409A of the IRC and the final regulations issued thereunder.
/ 20232024 PROXY STATEMENT 4050
The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis with management, and based on the review and discussions, the Compensation Committee recommended to the Board that it be included in the Company’s 20222023 Annual Report and the Company’s 20232024 Proxy Statement.
| Committee Members | ||
| ||
Kathleen D. McElligott, Chair Salvatore A. Abbate
Michael P. Hogan |
None of the Compensation Committee members is an officer or employee or former officer or employee of the Company. No executive officer of the Company serves as a member of the board of directors of any other entity, or the compensation committee of any other entity, that has one or more executive officers serving as a member of the Company’s Board or Compensation Committee. Ms. McElligott, Messrs. GormanAbbate and Conrado, and Dr. Philip served on the Compensation Committee in 2022.2023.
/ 20232024 PROXY STATEMENT 4151
The following table sets forth compensation paid for the years indicated for our 20222023 Named Executive Officers.
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||
| Judy R. McReynolds ArcBest Chairman, President and CEO | 2023 | $ | 900,000 | $ | 1,227,732 | $ | 4,111,225 | $ | 9,464 | $ | 66,687 | $ | 6,315,108 | |||||||||||||||
| 2022 | 848,720 | 1,230,566 | 4,271,800 | 16,127 | 63,680 | 6,430,893 | ||||||||||||||||||||||
| 2021 | 824,000 | 990,774 | 4,132,412 | 10,485 | 48,618 | 6,006,289 | ||||||||||||||||||||||
| J. Matthew Beasley ArcBest CFO | 2023 | 395,926 | 293,964 | 374,125 | - | 23,100 | 1,087,115 | |||||||||||||||||||||
| - | - | - | - | - | - | - | ||||||||||||||||||||||
| - | - | - | - | - | - | - | ||||||||||||||||||||||
| Seth K. Runser ABF Freight President | 2023 | 475,000 | 319,902 | 1,204,797 | - | 28,060 | 2,027,759 | |||||||||||||||||||||
| 2022 | 437,750 | 321,358 | 1,191,062 | - | 29,648 | 1,979,818 | ||||||||||||||||||||||
| - | - | - | - | - | - | - | ||||||||||||||||||||||
| Dennis L. Anderson II ArcBest Chief Strategy Officer | 2023 | 430,301 | 268,026 | 1,142,705 | - | 28,218 | 1,869,250 | |||||||||||||||||||||
| 2022 | 413,751 | 266,492 | 1,197,345 | - | 29,763 | �� | 1,907,351 | |||||||||||||||||||||
| 2021 | 401,700 | 269,421 | 1,228,424 | - | 29,074 | 1,928,619 | ||||||||||||||||||||||
| Michael E. Newcity ArcBest Chief Innovation Officer, and ArcBest Technologies President | 2023 | 432,012 | 268,026 | 1,132,014 | - | 23,280 | 1,855,332 | |||||||||||||||||||||
| 2022 | 415,396 | 266,492 | 1,337,518 | - | 24,580 | 2,043,986 | ||||||||||||||||||||||
| 2021 | 403,297 | 269,421 | 1,317,286 | - | 23,380 | 2,013,384 | ||||||||||||||||||||||
| David R. Cobb Former ArcBest CFO | 2023 | 404,268 | - | 1,410,126 | - | 34,040 | 1,848,434 | |||||||||||||||||||||
| 2022 | 489,250 | 391,900 | 1,729,844 | - | 24,580 | 2,635,574 | ||||||||||||||||||||||
| 2021 | 475,000 | 399,786 | 1,719,079 | - | 23,380 | 2,617,245 | ||||||||||||||||||||||
| (1) | The amounts reflect the aggregate grant date fair value of RSU awards granted to the Named Executive Officers on May 5, 2023, under the Ownership Incentive Plan, computed in accordance with FASB ASC Topic 718, determined without regard to estimated forfeitures and adjusted for present value of dividends (to reflect that dividend equivalents are not paid with respect to RSU awards). The actual value realized by the officer as a result of these awards will vary based on a number of factors, including the Company’s performance, stock price fluctuations and applicable vesting. No dividends or dividend equivalents are paid to Named Executive Officers on RSUs. See Note M to the consolidated financial statements in the Company’s 2023 Annual Report for additional detail regarding share-based compensation. |
| (2) | Reflects cash compensation earned during 2023 from the annual incentive plan (“2023 AIP”), and cash compensation earned from the 2021-2023 cash long-term incentive plan (“2021-2023 C-LTIP”), each of which were paid in February 2024, as shown in the table below. AIP and C-LTIP awards earned are generally paid as soon as administratively practicable following the date the awards are calculated and approved, but no later than 75 days after the end of the measurement period to which the performance goals relate. See the “2023 Grants of Plan-Based Awards” table and the CD&A for additional information on the 2023 AIP and the 2021-2023 C-LTIP. |
| McReynolds | Beasley | Runser | Anderson | Newcity | Cobb | ||||||||||||||||||||
| 2023 AIP | $ | 1,611,225 | $ | 374,125 | $ | 579,797 | $ | 455,205 | $ | 457,014 | $ | 493,460 | |||||||||||||
| 2021-2023 C-LTIP | 2,500,000 | - | 625,000 | 687,500 | 675,000 | 916,667 | |||||||||||||||||||
| Total | $ | 4,111,225 | $ | 374,125 | $ | 1,204,797 | $ | 1,142,705 | $ | 1,132,014 | $ | 1,410,126 | |||||||||||||
/ 2024 PROXY STATEMENT 52
Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||
Judy R. McReynolds ArcBest Chairman, | 2022 | $ | 848,720 | $ | 1,230,566 | $ | 4,271,800 | $ | 16,127 | $ | 63,680 | $ | 6,430,893 |
2021 |
| 824,000 |
| 990,774 |
| 4,132,412 |
| 10,485 |
| 48,618 |
| 6,006,289 | |
2020 |
| 800,000 |
| 806,238 |
| 2,520,480 |
| 27,653 |
| 20,237 |
| 4,174,608 | |
David R. Cobb ArcBest CFO | 2022 |
| 489,250 |
| 391,900 |
| 1,729,844 |
| - |
| 24,580 |
| 2,635,574 |
2021 |
| 475,000 |
| 399,786 |
| 1,719,079 |
| - |
| 23,380 |
| 2,617,245 | |
2020 |
| 430,500 |
| 304,960 |
| 960,477 |
| - |
| 20,130 |
| 1,716,067 | |
Michael E. Newcity ArcBest Senior Vice President-CIO and ArcBest Technologies President | 2022 |
| 415,396 |
| 266,492 |
| 1,337,518 |
| - |
| 24,580 |
| 2,043,986 |
2021 |
| 403,297 |
| 269,421 |
| 1,317,286 |
| - |
| 23,380 |
| 2,013,384 | |
2020 |
| 391,550 |
| 253,498 |
| 808,672 |
| - |
| 20,130 |
| 1,473,850 | |
Seth Runser ABF Freight | 2022 |
| 437,750 |
| 321,358 |
| 1,191,062 |
| - |
| 29,648 |
| 1,979,818 |
- |
| - |
| - |
| - |
| - |
| - |
| - | |
- |
| - |
| - |
| - |
| - |
| - |
| - | |
Daniel E. Loe ArcBest CYO and President — Asset-Light Logistics | 2022 |
| 413,751 |
| 266,492 |
| 1,197,345 |
| - |
| 41,737 |
| 1,919,325 |
- |
| - |
| - |
| - |
| - |
| - |
| - | |
- |
| - |
| - |
| - |
| - |
| - |
| - | |
Dennis L. Anderson II ArcBest CCO | 2022 |
| 413,751 |
| 266,492 |
| 1,197,345 |
| - |
| 29,763 |
| 1,907,351 |
2021 |
| 401,700 |
| 269,421 |
| 1,228,424 |
| - |
| 29,074 |
| 1,928,619 | |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
(1) The amounts reflect the aggregate grant date fair value of RSU awards granted to the Named Executive Officers on May 6, 2022, under the Ownership Incentive Plan, computed in accordance with FASB ASC Topic 718, determined without regard to estimated forfeitures and adjusted for present value of dividends (to reflect that dividend equivalents are not paid with respect to RSU awards). The actual value realized by the officer as a result of these awards will vary based on a number of factors, including the Company’s performance, stock price fluctuations and applicable vesting. No dividends or dividend equivalents are paid to Named Executive Officers on RSUs. See Note L to the consolidated financial statements in the Company’s 2022 Annual Report for additional detail regarding share-based compensation. (2) Reflects cash compensation earned during 2022 from the annual incentive plan (“AIP”), and cash compensation earned from the 2020-2022 cash long-term incentive plan (“C-LTIP”), each of which were paid in February 2023. See the “2022 Grants of Plan-Based Awards” table and the CD&A for additional information on the 2022 AIP and the C-LTIP. | |||||||||||||
| McReynolds | Cobb | Newcity | Runser | Loe | Anderson | ||||||
Annual Incentive Plan | $ | 2,121,800 | $ | 917,344 | $ | 675,018 | $ | 766,062 | $ | 672,345 | $ | 672,345 |
C-LTIP |
| 2,150,000 |
| 812,500 |
| 662,500 |
| 425,000 |
| 525,000 |
| 525,000 |
Total | $ | 4,271,800 | $ | 1,729,844 | $ | 1,337,518 | $ | 1,191,062 | $ | 1,197,345 | $ | 1,197,345 |
| (3) | Reflects the increase in actuarial present value during |
| McReynolds | Cobb | Newcity | Runser | Loe | Anderson | ||||||
Supplemental Benefit Plan | $ | 7,198 | $ | - | $ | - | $ | - | $ | - | $ | - |
Deferred Salary Agreement |
| 8,929 |
| - |
| - |
| - |
| - |
| - |
Total Increase | $ | 16,127 | $ | - | $ | - | $ | - | $ | - | $ | - |
Earnings with respect to outstanding vested RSUs are not above market and are not included in this column. See “2022 Non-Qualified Deferred Compensation” for additional information on outstanding vested RSUs. | ||||||||||||
| McReynolds | Beasley | Runser | Anderson | Newcity | Cobb | ||||||||||||||||||||
| Supplemental Benefit Plan | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| Deferred Salary Agreement | 9,464 | - | - | - | - | - | |||||||||||||||||||
| Total Increase | $ | 9,464 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
/ 2023 PROXY STATEMENT 42Earnings with respect to outstanding vested RSUs are not above market and are not included in this column. See “2023 Non-Qualified Deferred Compensation” for additional information on outstanding vested RSUs.
(4) | All Other Compensation for |
| McReynolds | Beasley | Runser | Anderson | Newcity | Cobb | ||||||||||||||||||||
| 401(k) Company Match | $ | 9,900 | $ | 9,900 | $ | 9,900 | $ | 9,900 | $ | 9,900 | $ | 9,900 | |||||||||||||
| DC Contribution | 13,200 | 13,200 | 13,200 | 13,200 | 13,200 | 13,200 | |||||||||||||||||||
| 24-Hour Accidental Death Premiums(i) | 180 | - | - | 180 | 180 | 180 | |||||||||||||||||||
| Perquisites(ii) | 33,461 | - | - | - | - | - | |||||||||||||||||||
| Gross-Ups(iii) | 9,946 | - | 4,960 | 4,938 | - | - | |||||||||||||||||||
| Retirement Gift(iv) | - | - | - | - | - | 10,760 | |||||||||||||||||||
| Total Increase | $ | 66,687 | $ | 23,100 | $ | 28,060 | $ | 28,218 | $ | 23,280 | $ | 34,040 | |||||||||||||
| (i) | The 24-hour accidental death benefit was closed to new participants before Messrs. Beasley and Runser were promoted to eligible roles; therefore, they do not receive this benefit. | |
| (ii) | Perquisites values for Ms. McReynolds include expenses for spousal travel to Company or industry events and any related Company lost tax deduction resulting from the spouse accompanying the Named Executive Officer on a Company airplane. Ms. McReynolds’ perquisite value also includes limited personal use of Company aircraft. No other Named Executive Officer received perquisites in excess of $10,000 during 2023, and therefore no value is reported. | |
| (iii) | Tax gross-ups for Ms. McReynolds and Messrs. Runser and Anderson are for gifts related to the Company’s annual President’s Club event, conference fees and expenses for a spouse accompanying the officer, and spousal travel on a Company airplane to a Company or industry event. | |
| (iv) | The retirement gift for Mr. Cobb consisted of a retirement award upon his retirement in October 2023, and a legacy gift made by the Company in his name to a local charity in honor of his years of service to the Company. |
/ 2024 PROXY STATEMENT 53
| McReynolds | Cobb | Newcity | Runser | Loe | Anderson | ||||||
401(k) Company Match | $ | 9,150 | $ | 9,150 | $ | 9,150 | $ | 9,150 | $ | 9,150 | $ | 9,150 |
DC Contribution |
| 15,250 |
| 15,250 |
| 15,250 |
| 15,250 |
| 15,250 |
| 15,250 |
24-Hour Accidental Death Premiums(i) |
| 180 |
| 180 |
| 180 |
| - |
| 180 |
| 180 |
Perquisites(ii) |
| 34,085 |
| - |
| - |
| - |
| 11,423 |
| - |
Gross-Ups(iii) |
| 5,015 |
| - |
| - |
| 5,248 |
| 5,734 |
| 5,183 |
Total Other Compensation | $ | 63,680 | $ | 24,580 | $ | 24,580 | $ | 29,648 | $ | 41,737 | $ | 29,763 |
(i) The 24-hour accidental death benefit was closed to new participants before Mr. Runser was promoted to an eligible role; therefore, he does not receive this benefit. (ii) Perquisites values for Ms. McReynolds and Mr. Loe include expenses for spousal travel to Company or industry events and any related Company lost tax deduction resulting from the spouse accompanying the Named Executive Officer on a Company airplane. Ms. McReynolds’ perquisite value also includes limited personal use of Company aircraft and a Christmas gift from the Company. The Company also provides a Christmas gift to each of the other Board members. No other Named Executive Officer received perquisites in excess of $10,000 during 2022, and therefore no value is reported. (iii) Tax gross-ups for Ms. McReynolds and Messrs. Runser, Loe and Anderson are for gifts related to the Company’s annual President’s Club event and spousal travel on a Company airplane to a Company or industry event. | ||||||||||||
The following table provides information related to non-equity and equity-based awards made to the Named Executive Officers for 2022:2023.
Name | Award Type(1) | Approval Date(2,3,4) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2,3) | All Other Stock Awards | |||||||
| Threshold ($) |
| Target ($) |
| Maximum ($) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | |||||
Judy R. McReynolds | AIP | 2/21/2022 | 2/21/2022 | $ | 318,270 | $ | 848,720 | $ | 2,121,800 |
|
|
|
C-LTIP | 2/21/2022 | 2/21/2022 |
| 468,750 |
| 1,250,000 |
| 3,125,000 |
|
|
| |
RSU | 4/26/2022 | 5/6/2022 |
|
|
|
|
|
| 15,700 | $ | 1,230,566 | |
David R. Cobb | AIP | 2/21/2022 | 2/21/2022 |
| 137,602 |
| 366,938 |
| 917,344 |
|
|
|
C-LTIP | 2/21/2022 | 2/21/2022 |
| 150,000 |
| 400,000 |
| 1,000,000 |
|
|
| |
RSU | 4/26/2022 | 5/6/2022 |
|
|
|
|
|
| 5,000 |
| 391,900 | |
Michael E. Newcity | AIP | 2/21/2022 | 2/21/2022 |
| 101,253 |
| 270,007 |
| 675,018 |
|
|
|
C-LTIP | 2/21/2022 | 2/21/2022 |
| 101,250 |
| 270,000 |
| 675,000 |
|
|
| |
RSU | 4/26/2022 | 5/6/2022 |
|
|
|
|
|
| 3,400 |
| 266,492 | |
Seth Runser | AIP | 2/21/2022 | 2/21/2022 |
| 114,909 |
| 306,425 |
| 766,063 |
|
|
|
C-LTIP | 2/21/2022 | 2/21/2022 |
| 121,875 |
| 325,000 |
| 812,500 |
|
|
| |
RSU | 4/26/2022 | 5/6/2022 |
|
|
|
|
|
| 4,100 |
| 321,358 | |
Daniel E. Loe | AIP | 2/21/2022 | 2/21/2022 |
| 100,852 |
| 268,938 |
| 672,345 |
|
|
|
C-LTIP | 2/21/2022 | 2/21/2022 |
| 103,125 |
| 275,000 |
| 687,500 |
|
|
| |
RSU | 4/26/2022 | 5/6/2022 |
|
|
|
|
|
| 3,400 |
| 266,492 | |
Dennis L. Anderson II | AIP | 2/21/2022 | 2/21/2022 |
| 100,852 |
| 268,938 |
| 672,345 |
|
|
|
C-LTIP | 2/21/2022 | 2/21/2022 |
| 103,125 |
| 275,000 |
| 687,500 |
|
|
| |
RSU | 4/26/2022 | 5/6/2022 |
|
|
|
|
|
| 3,400 |
| 266,492 | |
(1) Award Types: AIP = annual incentive compensation plan RSU = restricted stock units granted under the Ownership Incentive Plan C-LTIP = three-year cash long-term incentive compensation plan (2022-2024 performance period) (2) The performance criteria for the 2022 AIP award were approved by the Committee on February 21, 2022. Amounts shown in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column with respect to the 2022 AIP award represent the threshold, target and maximum payment levels of the 2022 AIP. The target amount reflected is calculated based on base salary earned in 2022. Awards under the annual incentive plan are described in greater detail in the narrative following this table and in “Compensation Discussion & Analysis — Components of Compensation — Annual Cash Incentive Compensation.” The actual amount of the AIP award paid for 2022 performance with respect to each Named Executive Officer is set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” (3) The performance criteria for the 2022-2024 C-LTIP award were approved by the Committee on February 21, 2022. Amounts shown in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column represent the threshold, target and maximum payment levels with respect to C-LTIP awards granted in 2022. Awards under the cash long-term incentive compensation plan are described in greater detail in the narrative following this table and in “Compensation Discussion & Analysis — Components of Compensation — Long-Term Incentive Compensation.” (4) The RSU award was approved by the Committee on April 26, 2022. As provided in the equity award policy, the grant date for the award was five business days following the first quarter’s earnings release. Value shown reflects the grant date fair value ($78.38 per share) of RSU awards made under the Ownership Incentive Plan on May 6, 2022, computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures and adjusted for present value of dividends (which are not payable with respect to RSUs granted to Named Executive Officers). | ||||||||||||
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2,3) | All Other Stock Awards | |||||||||||||||||||||||||
| Name | Award Type(1) | Approval Date(2,3,4) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | ||||||||||||||||||
| Judy R. McReynolds | AIP | 2/20/2023 | 2/20/2023 | $ | 371,250 | $ | 990,000 | $ | 2,475,000 | |||||||||||||||||
| C-LTIP | 2/20/2023 | 2/20/2023 | 468,750 | 1,250,000 | 3,125,000 | |||||||||||||||||||||
| RSU | 4/19/2023 | 5/5/2023 | 14,200 | $ | 1,227,732 | |||||||||||||||||||||
| J. Matthew Beasley | AIP | 2/20/2023 | 2/20/2023 | 86,204 | 229,877 | 574,693 | ||||||||||||||||||||
| C-LTIP | 2/20/2023 | 2/20/2023 | 33,750 | 90,000 | 225,000 | |||||||||||||||||||||
| RSU | 4/19/2023 | 5/5/2023 | 3,400 | 293,964 | ||||||||||||||||||||||
| Seth K. Runser | AIP | 2/20/2023 | 2/20/2023 | 133,594 | 356,250 | 890,625 | ||||||||||||||||||||
| C-LTIP | 2/20/2023 | 2/20/2023 | 121,875 | 325,000 | 812,500 | |||||||||||||||||||||
| RSU | 4/19/2023 | 5/5/2023 | 3,700 | 319,902 | ||||||||||||||||||||||
| Dennis L. Anderson II | AIP | 2/20/2023 | 2/20/2023 | 104,886 | 279,696 | 699,239 | ||||||||||||||||||||
| C-LTIP | 2/20/2023 | 2/20/2023 | 103,125 | 275,000 | 687,500 | |||||||||||||||||||||
| RSU | 4/19/2023 | 5/5/2023 | 3,100 | 268,026 | ||||||||||||||||||||||
| Michael E. Newcity | AIP | 2/20/2023 | 2/20/2023 | 105,303 | 280,808 | 702,019 | ||||||||||||||||||||
| C-LTIP | 2/20/2023 | 2/20/2023 | 101,250 | 270,000 | 675,000 | |||||||||||||||||||||
| RSU | 4/19/2023 | 5/5/2023 | 3,100 | 268,026 | ||||||||||||||||||||||
| David R. Cobb(5) | AIP | 2/20/2023 | 2/20/2023 | 143,106 | 381,615 | 954,038 | ||||||||||||||||||||
| C-LTIP | 2/20/2023 | 2/20/2023 | 150,000 | 400,000 | 1,000,000 | |||||||||||||||||||||
| (1) | Award Types: AIP = annual incentive compensation under the ArcBest Corporation Executive Incentive Compensation Plan RSU = restricted stock units granted under the Ownership Incentive Plan C-LTIP = three-year cash long-term incentive compensation plan (2023-2025 performance period) |
| (2) | The performance criteria for the 2023 AIP award were approved by the Committee on February 20, 2023. Amounts shown in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column with respect to the 2023 AIP award represent the threshold, target and maximum payment levels of the 2023 AIP. The target amount reflected is calculated based on base salary earned in 2023, provided that Mr. Beasely’s target amount is the sum of his 2023 AIP opportunities before and after he became CFO based on his annual target incentive (as a percentage of base salary) and base salary in effect during such periods. Awards under the annual incentive plan are described in greater detail in “Compensation Discussion & Analysis — Components of Compensation — Annual Cash Incentive Compensation.” The actual amount of the AIP award paid for 2023 performance with respect to each Named Executive Officer is set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” |
| (3) | The performance criteria for the 2023-2025 C-LTIP award were approved by the Committee on February 20, 2023. Amounts shown in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column represent the threshold, target and maximum payment levels with respect to C-LTIP awards granted in 2023. Awards under the cash long-term incentive compensation plan are described in greater detail in “Compensation Discussion & Analysis — Components of Compensation — Long-Term Incentive Compensation.” |
| (4) | The RSU award was approved by the Committee on April 19, 2023. As provided in the equity award policy, the grant date for the award was five business days following the first quarter’s earnings release. Value shown reflects the grant date fair value ($86.46 per share) of RSU awards made under the Ownership Incentive Plan on May 5, 2023, computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures and adjusted for present value of dividends (which are not payable with respect to RSUs granted to Named Executive Officers). The 2023 RSUs are subject to three-year ratable vesting, with one-third of the awards vesting on each of the first, second and third anniversaries of the grant date, subject to early vesting if the participant experiences a qualifying termination from employment with the Company. The 2023 RSUs are described in greater detail in “Compensation Discussion & Analysis — Components of Compensation — Long-Term Incentive Compensation.” |
| (5) | Mr. Cobb was granted incentive opportunities under the 2023 AIP and 2023-2025 C-LTIP; however, because Mr. Cobb retired in October 2023, he did not complete at least twelve months of the performance period and, therefore, is not eligible to receive a payout under the 2023-2025 C-LTIP. He was eligible to receive and did receive a prorated payout under the AIP because he completed at least ninety (90) days of the performance period. |
/ 20232024 PROXY STATEMENT 4454
Annual incentive compensation plan (“AIP”) awards earned are generally paid as soon as administratively practicable following the date the awards are calculated and approved, but no later than March 15 of the year following the year to which the performance goals relate. Participants generally must be employed on the payment date in order to receive payment of their earned AIP awards. However, if a participant terminates during the plan year due to early retirement (age 55 with 10years of service), normal retirement (age 65), death or disability, such participant remains eligible to receive a prorated AIP award, provided, in the case of early or normal retirement, the individual has been a participant for at least 90 days during the plan year. Upon any other termination, a participant’s award will be forfeited, unless the Committee, in its discretion, decides that a prorated award should be paid. Payment of a prorated incentive, if any, is made at the end of the measurement period and based upon actual performance results. The Amended and Restated 2012 Change in Control Plan provides for immediate payment of an earned award upon a qualified termination following a change in control, except where payment must be delayed six months for certain key employees as required by Section 409A of the Internal Revenue Code (“IRC”). Target incentive levels and information on performance goals are set forth in “Compensation Discussion & Analysis — Components of Compensation — Annual Cash Incentive Compensation.” Additional information regarding the treatment of these awards upon termination or a change in control is provided in “Potential Payments upon Termination or Change in Control.”
Generally, participants in the cash long-term incentive compensation plan (“C-LTIP”) must remain employed through the end of the measurement period in order to receive payment of any earned award. However, if a participant has at least 12months of employment during a measurement period, such participant is eligible for a prorated benefit upon early retirement (age 55 with 10 years of service), normal retirement (age 65), death or disability, with payment determined based on target value, andpayment, if any, is made at the end of the measurement period based upon actual performance results. Additional detail regarding the 2022 awards granted under the C-LTIP can be found in “Compensation Discussion & Analysis — Components of Compensation — Long-Term Incentive Compensation.”
RSUs awarded in 2022 were granted under the Company’s Ownership Incentive Plan on May 6, 2022. The 2022 RSUs are subject to three-year ratable vesting, with one-third of the awards vesting on each of the first, second and third anniversaries of the grant date, subject to early vesting if the participant experiences a qualifying termination from employment with the Company. Upon a participant’s normal retirement (age 65) or termination due to death or disability, the RSUs will fully vest. If termination of the participant occurs for good reason or without cause within 24 months of a change in control of the Company (as defined in the Amended and Restated 2012 Change in Control Plan), the participant’s outstanding RSUs awarded become fully vested and will be distributed as soon as administratively possible, except where payment must be delayed for six months for certain key employees as required by Section 409A of the IRC. No dividends are paid to Named Executive Officers on RSUs.
/ 2023 PROXY STATEMENT 45
The following table provides information related to any equity-based awards outstanding for the Named Executive Officers, as of December 31, 2022:2023:
| Stock Awards | ||||||||
| Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | |||||
| Judy R. McReynolds | 05/12/2020(3) | 3,525 | $ | 423,740 | ||||
| 05/11/2021(4) | 1,267 | 152,306 | ||||||
| 05/06/2022(5) | 10,467 | 1,258,238 | ||||||
| 05/05/2023(6) | 14,200 | 1,706,982 | ||||||
| J. Matthew Beasley | 05/06/2022(5) | 734 | $ | 88,234 | ||||
| 05/05/2023(6) | 3,400 | 408,714 | ||||||
| Seth K. Runser | 05/12/2020(3) | 8,400 | $ | 1,009,764 | ||||
| 05/11/2021(4) | 3,700 | 444,777 | ||||||
| 05/06/2022(5) | 2,734 | 328,654 | ||||||
| 05/05/2023(6) | 3,700 | 444,777 | ||||||
| Dennis L. Anderson II | 05/12/2020(3) | 13,500 | $ | 1,622,835 | ||||
| 05/11/2021(4) | 3,100 | 372,651 | ||||||
| 05/06/2022(5) | 2,267 | 272,516 | ||||||
| 05/05/2023(6) | 3,100 | 372,651 | ||||||
| Michael E. Newcity | 05/12/2020(3) | 13,300 | $ | 1,598,793 | ||||
| 05/11/2021(4) | 3,100 | 372,651 | ||||||
| 05/06/2022(5) | 2,267 | 272,516 | ||||||
| 05/05/2023(6) | 3,100 | 372,651 | ||||||
| David R. Cobb(7) | - | - | $ | - | ||||
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Ms. McReynolds | ||||||||
| (2) | Reflects the value of unvested RSUs as of December 31, | |||||||
| (3)
| These RSU awards fully vest on May 12, 2024, the fourth anniversary of their grant date. | |||||||
| (4) | These RSU awards fully vest on May 11, 2024, the third anniversary of their grant date. | |||||||
| (5) | These RSU awards vest in three equal installments. The first installment vested and settled on May 6, 2023, and the remaining two installments will fully vest on May 6, 2024, and May 6, 2025, respectively. | |||||||
| (6) | These RSU awards vest in three equal installments on May | |||||||
| (7) | Mr. Cobb retired from the Company effective October 17, 2023, and accordingly, his RSUs that were not already vested at that time as a result of his early retirement eligibility were forfeited. See “2023 Option Exercises and Stock Vested” for information on the RSUs that vested in 2023. | |||||||
/ 2024 PROXY STATEMENT 55
The following table provides information related to RSUs that vested during 20222023 for the Named Executive Officers. None of our Named Executive Officers held stock option awards during 2022.2023.
Name | Stock Awards | |
Number of Shares Acquired on Vesting (#)(1,2) | Value Realized on Vesting ($)(3) | |
Judy R. McReynolds | 28,040 | 2,235,937 |
David R. Cobb | 11,030 | 879,631 |
Michael E. Newcity | 16,900 | 1,328,894 |
Seth Runser | 5,700 | 446,562 |
Daniel E. Loe | 13,700 | 1,076,218 |
Dennis L. Anderson II | 13,500 | 1,061,358 |
(1) The 2017 RSU awards fully vested and settled on May 12, 2022, and the 2018 RSU awards fully vested and settled on August 1, 2022. All of the shares issued for the 2017 RSU award and the 2018 RSU award at final vesting are free of vesting and ownership restrictions. All shares owned by executive officers are subject to company-imposed restrictions that limit trading during periods when officers have material nonpublic information as well as the Company’s policy related to minimum stock ownership for executive officers, as discussed in the Compensation Discussion & Analysis. (2) RSUs held by Ms. McReynolds and Mr. Cobb granted prior to 2022 were subject to pro rata vesting in 2022 because each of these executive officers had attained early retirement eligibility under the terms of the RSU awards. Awards that vest on a pro rata basis due to attainment of early retirement eligibility are not settled until the earlier of the original vesting date (four years from the grant date for awards in 2019 and 2020, and three years from the grant date for awards in 2021) or the date of a qualifying termination of employment. As such, while the value of all pro rata vesting in 2022 is reflected in the Option Exercises and Stock Vested table above and detailed in the table below, Ms. McReynolds and Mr. Cobb have not yet received the shares that vested in 2022 based on qualification for early retirement under awards that did not fully vest in 2022. | ||
| McReynolds Vested in 2022 | Cobb Vested in 2022 |
2017 RSU Award (settled) | 1,980 | 860 |
2018 RSU Award (settled) | 2,377 | 890 |
2019 RSU Award | 6,775 | 2,725 |
2020 RSU Award | 10,575 | 4,000 |
2021 RSU Award | 6,333 | 2,555 |
Total vesting in 2022 | 28,040 | 11,030 |
| Stock Awards | |||||
| Name | Number of Shares Acquired on Vesting (#)(1,2) | Value Realized on Vesting ($)(3) | |||
| Judy R. McReynolds | 21,867 | $ | 2,068,275 | ||
| J. Matthew Beasley | 366 | 32,142 | |||
| Seth K. Runser | 4,166 | 362,722 | |||
| Dennis L. Anderson II | 8,233 | 715,070 | |||
| Michael E. Newcity | 10,033 | 871,130 | |||
| David R. Cobb | 7,185 | 660,074 | |||
(1) | The 2019 RSU awards fully vested and settled on May 9, 2023. One-third of the 2022 RSU awards vested and settled on May 6, 2023. All of the shares issued for the 2019 RSU award at final vesting, and the pro-rata shares issued for the 2022 RSU award, are free of vesting and ownership restrictions. All shares owned by executive officers are subject to company-imposed restrictions that limit trading during periods when officers have material nonpublic information as well as the Company’s policy related to minimum stock ownership for executive officers, as discussed in the CD&A. |
| (2) | RSUs held by Ms. McReynolds and Mr. Cobb granted prior to 2022 were subject to monthly pro rata vesting in 2023 because Ms. McReynolds and Mr. Cobb had attained early retirement eligibility under the terms of the RSU awards. Awards that vest on a pro rata basis due to attainment of early retirement eligibility are not settled until the earlier of the original vesting date (four years from the grant date for awards in 2019 and 2020, and three years from the grant date for awards in 2021) or the date of a qualifying termination of employment. As such, while the value of all pro rata vesting in 2023 is reflected in the Option Exercises and Stock Vested table above and detailed in the table below, (i) Ms. McReynolds has not yet received the shares that vested in 2023 based on qualification for early retirement under awards that did not fully vest in 2023, and (ii) Mr. Cobb has not yet received the shares that vested in 2023, due to the six-month delay required for key employees pursuant to Section 409A of the IRC. Any remaining unvested shares under Mr. Cobb’s outstanding RSU awards were forfeited upon his early retirement. The table below includes RSU awards granted prior to 2022 that were subject to monthly pro rata vesting in 2023 due to early retirement eligibility, as well as the first tranche of Ms. McReynolds’ and Mr. Cobb’s 2022 RSUs that vested in 2023: |
| McReynolds Vested in 2023 | Cobb Vested in 2023 | ||
| 2019 RSU Award | 2,259 | 908 | |
| 2020 RSU Award | 10,575 | 3,333 | |
| 2021 RSU Award | 3,800 | 1,278 | |
| 2022 RSU Award (first tranche of three year ratable vesting) | 5,233 | 1,666 | |
| Total vesting in 2023 | 21,867 | 7,185 |
| (3) | Value realized on RSU vesting is equal to the closing market price of the Common Stock on the date of vesting multiplied by the number of shares that vest on that date. |
/ 2024 PROXY STATEMENT 56
The following table sets forth information as of December 31, 2022,2023, with respect to the Company’s compensation plans under which equity securities of the Company are authorized for issuance:
Plan Category |
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans, Excluding Securities Reflected in Column (a) |
Equity Compensation Plans Approved by Security Holders |
| 1,023,251(1) | - | 1,377,519 |
Equity Compensation Plans Not Approved By Security Holders |
| - | - | - |
Total |
| 1,023,251 | - | 1,377,519 |
(1) This amount reflects outstanding RSU awards under the Amended and Restated ArcBest Corporation Ownership Incentive Plan (the “Plan”), which provides for the award of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs and performance award units. The Plan does not permit reload options. Pursuant to the Second Amendment to the Plan, approved by the Company’s stockholders on April 29, 2021, the aggregate number of shares that have been reserved for issuance pursuant to awards under the Plan is 4,874,500. No options have been granted under the Plan. The Committee administers the Plan. | ||||
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | |||
| Equity Compensation Plans Approved by Security Holders | 725,433(1) | - | 1,409,928 | |||
| Equity Compensation Plans Not Approved By Security Holders | - | - | - | |||
| Total | 725,433 | - | 1,409,928 |
| (1) | This amount reflects outstanding RSU awards under the Amended and Restated ArcBest Corporation Ownership Incentive Plan (the “Plan”), which provides for the award of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs and performance award units. The Plan does not permit reload options. Pursuant to the Second Amendment to the Plan, approved by the Company’s stockholders on April 29, 2021, the aggregate number of shares that have been reserved for issuance pursuant to awards under the Plan is 4,874,500. No options have been granted under the Plan. The Compensation Committee administers the Plan. |
The following table illustrates the present value of the accumulated benefit as of December 31, 2022,2023, under the SBP and DSA for the Named Executive Officers.
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(3) | Payments During Last Fiscal Year ($) | ||||
| Judy R. McReynolds(1) | Supplemental Benefit Plan (SBP) | 10.7 | $ 424,470 | - | ||||
| Deferred Salary Agreement (DSA) | 10.7 | 167,203 | - | |||||
| J. Matthew Beasley(2) | - | - | - | |||||
| Seth K. Runser(2) | - | - | - | |||||
| Dennis L. Anderson II(2) | - | - | - | |||||
| Michael E. Newcity(2) | - | - | - | |||||
| David R. Cobb(2) | - | - | - |
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Ms. McReynolds elected to cease participation in the SBP and DSA, and the benefits were frozen effective January 31, 2008. Number of Years of Credited Service for the SBP and DSA was frozen based on her service as of the January 31, 2008 freeze date. | ||||
| (2) | Messrs. | |||
| (3) | The actuarial present value of the accumulated benefits disclosed above is determined using the same assumptions as used by the Company for financial reporting purposes except the payment date is assumed to be age 60 for the SBP rather than age 65. Such assumptions are discussed in Note | |||
/ 2024 PROXY STATEMENT 57
The SBP supplements benefits under the Company’s legacy non-contractual defined benefit pension plan (“Pension Plan”), which was terminated effective December 31, 2017, and fully liquidated as of December 31, 2019. The SBP was designed to replace benefit reductions (i) from various IRC limits and (ii) from reductions in the rate of benefit accruals from the Company’s 1985 pension formula. The SBP takes into account all eligible earnings under the Pension Plan without regard to IRC limitations. Participation in the SBP was generally limited toofficers of the Company or ABF Freight, including certain Named Executive Officers. No new participants were permitted in the SBP after December 2005, and caps have been placed on the maximum benefits payable. Benefit accruals in the SBP were frozen for all remaining participants effective December 31, 2009.
Benefits under the SBP were calculated as an annuity and then converted to a lump sum. The Pension Plan benefit was then subtracted from the resulting lump sum to determine the SBP benefit.
The annuity formula for the ArcBest Supplemental Benefit Planis:
1.0% x $400 x years of service + 2.0% x (FAP–$400) x years of service
Early retirement eligible participants (age 55 with 10 years of service) are subject to a benefit reduction of 6% per year for each year he or she retires prior to age 60.
Upon termination of employment, benefits are paid in a lump sum as soon as administratively feasible. Certain benefits must be delayed for six months for key employees as required by Section 409A of the IRC. Benefits are paid from the general assets of the Company.
The Company has unfunded, noncontributory DSAs with certain of their officers, including certain Named Executive Officers. No DSA has been entered into since December 2005, and the Company does not intend to enter into these agreements in the future. For the existing DSAs, upon normal retirement (age 65), death or disability as defined in “Potential Payments upon Termination or Change in Control,” the DSA benefit is equal to 35% of the participant’s final monthly base salary paid monthly for 120months. Upon termination of employment prior to age 65, the monthly benefit is equal to the participant’s years of service (with a maximum of 25 years) times 3% times 35% of the participant’s final monthly base salary. Benefit payments commence in the month following termination, except to the extent a portion of the benefit must be delayed for six months for key employees as required by Section 409A of the IRC. DSA benefits are paid from the general assets of the Company.
/ 2023 PROXY STATEMENT 48
The DSAs provide that in the event of a change in control of the Company, as defined in “Potential Payments upon Termination or Change in Control,” followed by the officer’s terminationwithin 36 months for pre-2005 deferred salary accruals or within 24 months for post-2004 deferred salary accruals, all benefits become 100% vested. The DSA benefit will be paid as a lump sum within fifteen days, with the 120 monthly installments discounted at 6.22% as provided in the DSA, except where payment must be delayed for six months for key employees as required by Section 409A of the IRC. DSA benefits will be reduced to the extent required to avoid being classified as excess parachute payments under Section 280G of the IRC. Other than during a 36-month period following a change in control of the Company for benefits accrued and vested prior to 2005 or during a 24-month period following a change in control of the Company for benefits accrued and vested after 2004, any unpaid DSA benefit is subject to forfeiture if the participant is discharged for wrongful conduct injurious to the Company, or if, following the date of termination, the participant discloses confidential information relating to the Company to unauthorized persons or becomes employed or renders services to a competitor of the Company.
/ 2024 PROXY STATEMENT 58
The following table shows the Named Executive Officers’ deferred compensation activity during 20222023 with respect to outstanding vested RSUs. The vesting and settlement terms applicable to RSUs are described previously in “Compensation Discussion & Analysis — Components of Compensation — Long-Term Incentive Compensation,” footnote (4) to the “Narrative Disclosure to Summary Compensation Table and“2023 Grants of Plan-Based Awards Table — Stock Awards under the Ownership Incentive Plan”Table” section and in footnote (1) to the “Outstanding Equity Awards at 20222023 Year-End” table.
Name |
| Executive Contributions in Last Fiscal Year ($)(1) |
| Registrant Contributions in Last Fiscal Year ($) |
| Aggregate Earnings in Last Fiscal Year ($)(2) |
| Aggregate Withdrawals/ Distributions ($)(3) |
| Aggregate Balance at Last Fiscal Year End ($)(4,5) |
Judy R. McReynolds | $ | 2,235,937 | $ | - | $ | (2,957,419) | $ | 355,957 | $ | 4,158,555 |
David R. Cobb |
| 879,631 |
| - |
| (1,156,289) |
| 142,093 |
| 1,625,909 |
Michael E. Newcity |
| - |
| - |
| - |
| - |
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Seth Runser |
| - |
| - |
| - |
| - |
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Daniel E. Loe |
| - |
| - |
| - |
| - |
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Dennis L. Anderson II |
| - |
| - |
| - |
| - |
| - |
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last Fiscal Year End ($)(4,5) | |||||||||||||||
| Judy R. McReynolds | $ | 1,406,556 | $ | - | $ | 2,453,714 | $ | 195,855 | $ | 5,879,231 | ||||||||||
| J. Matthew Beasley | - | - | - | - | - | |||||||||||||||
| Seth K. Runser | - | - | - | - | - | |||||||||||||||
| Dennis L. Anderson II | - | - | - | - | - | |||||||||||||||
| Michael E. Newcity | - | - | - | - | - | |||||||||||||||
| David R. Cobb | 432,458 | - | 894,682 | 78,724 | 2,143,705 | |||||||||||||||
(1) | The executive contribution amount represents the value realized on vesting of all RSUs that vested during |
| (2) | The earnings amount represents an estimate of annual earnings (or losses) with respect to vested but unsettled RSUs and is based on the difference in closing market price of the Common Stock of |
| (3) | The value in the Aggregate Withdrawals/Distributions column represents the value of the |
| (4) | Includes the value associated with |
| (5) | The aggregate grant date fair value with respect to RSUs in prior years |
| McReynolds | Cobb | |||
| 2020 RSU Grant Date Fair Value | 806,238 | 304,960 | ||
| 2021 RSU Grant Date Fair Value | 990,774 | 399,786 | ||
| Total | $1,797,012 | $704,746 |
/ 2024 PROXY STATEMENT 59
| McReynolds |
| Cobb |
2019 RSU Grant Date Fair Value | 748,773 | 301,167 | |
2020 RSU Grant Date Fair Value | 806,238 | 304,960 | |
2021 RSU Grant Date Fair Value | 990,774 | 399,786 | |
Total | $ 2,545,785 | $ 1,005,913 | |
The Company does not have any employment contracts or severance arrangements with any Named Executive Officer that provide for payments in connection with a termination of employment or a change in control, other than the applicable termination provisions contained within the various arrangements discussed elsewhere in this Proxy Statement.
The termination and change in control provisions existing as of December 31, 2022,2023, are described below and quantified in the table on page 54.63. All payments are assumed to be made in accordance with the six-month delay for key employees as required by Section 409A of the IRC, where applicable.
Regardless of the manner in which
When a Named Executive Officer’s employment with the Company terminates, the officer is entitled to receive compensation and other benefits earned during the term of his or her employment (subject to the clawback policy), including the following:
Accrued vacation;
Amounts earned but not yet paid under the annual incentive plan (“AIP”) and cash long-term incentive compensation plan (“C-LTIP”) (see the “Summary Compensation Table” section for amounts earned in 2022);
| ■ | Accrued vacation; |
| ■ | Amounts earned but not yet paid under the annual incentive plan (“AIP”) and cash long-term incentive compensation plan (“C-LTIP”) (see the “Summary Compensation Table” section for amounts earned in 2023); |
| ■ | DSA benefit earned as of the DSA freeze date, paid monthly over 120 months (see the “2023 Pension Benefits” table for present value as of December 31, 2023, and more information regarding DSAs); and |
| ■ | SBP benefit earned as of the SBP freeze date, distributed as a lump sum (see “2023 Pension Benefits” table for values). |
Except in the case of early retirement, normal retirement, death or disability, as further described below, participants in (i) the AIP generally must be employed on the payment date in order to receive payment of their earned AIP awards and (ii) the C-LTIP must remain employed through the end of the DSA freeze date, paid monthly over 120 months (seemeasurement period in order to receive payment of any earned C-LTIP award, in each case unless the “2022 Pension Benefits” table for present value asCommittee, in its discretion, decides that a prorated award should be paid. Payment of December 31, 2022, and more information regarding DSAs); and
SBP benefit earned asa prorated incentive, if any, is made at the end of the SBP freeze date, distributed as a lump sum (see “2022 Pension Benefits” for values).measurement period and based upon actual performance results.
In the event a Named Executive Officer terminates and is eligible for early retirement, the officer will be entitled to the following, in addition to the items identified in “Potential Payments upon Termination.” Early retirement is generally defined as termination of employment after reaching at least age 55 with 10 years of service, but before age 65.
Vesting and settlement of a pro rata number of RSUs granted prior to 2022 based on the number of whole months elapsed since the award date if there has elapsed a minimum of 12months since the award date (see “2022 Non-Qualified Deferred Compensation” table for values related to our early retirement-eligible Named Executive Officers); remaining unvested RSUs are forfeited, including unvested RSUs under the 2022 award, which are not subject to pro-rata vesting;
| ■ | Vesting and settlement of a pro rata number of RSUs granted prior to 2022 based on the number of whole months elapsed since the award date if there has elapsed a minimum of 12 months since the award date (see “2023 Non-Qualified Deferred Compensation” table for values related to our early retirement-eligible Named Executive Officers); remaining unvested RSUs are forfeited, including unvested RSUs under the 2022 and 2023 awards, which are not subject to pro-rata vesting due to early retirement eligibility; |
Executive medical coverage, with the retired officer responsible for paying a monthly premium amount equal to the then-current COBRA rate until age 60. All retirees are responsible for paying a premium equivalent to $250 per individual covered, up to a maximum of $500, from age 60 to 65, and a reduced monthly premium after age 65; and
| ■ | For eligible officers, executive medical coverage, with the retired officer responsible for paying a monthly premium amount equal to the then-current COBRA rate until age 60. All retirees are responsible for paying a premium equivalent to $250 per individual covered, up to a maximum of $500, from age 60 to 65, and a reduced monthly premium after age 65; and |
A pro rata benefit under the C-LTIP and under the AIP based on the grant value for C-LTIP awards and actual performance results for the full performance period, if he or she has completed a minimum of (a) 12 months of the measurement period under the C-LTIP, and (b) 90 days of themeasurement period under the AIP, respectively. Any pro rata payment earned will not be paid until the end of the measurement period for the plan. (See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” for additional information on AIP awards and C-LTIP awards).
| ■ | A pro rata benefit under the C-LTIP and under the AIP based on actual performance results for the full performance period, if he or she has completed a minimum of (a) 12 months of the measurement period under the C-LTIP, and (b) 90 days of the measurement period under the AIP, respectively. Any pro rata payment earned will not be paid until the end of the measurement period for the plan. |
In the event of a Named Executive Officer’s termination due to his or her normal retirement, death or disability, the officer will be entitled to the following, in addition to the items identified in “Potential Payments upon Termination.” Under the Company’s plans, normal retirement is generally defined as termination of employment on or after attaining age 65, and disability is generally determined to have occurred if the participant isunable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months.
Full vesting and settlement of all RSUs;
Executive medical coverage, with the retired officer (or his or her eligible dependents) responsible for paying a reduced monthly premium after age 65; and
A pro rata benefit under the C-LTIP and under the AIP based on the target value for C-LTIP awards and actual performance results for the full performance period, if he or she has completed a minimum of (a) 12 months of the measurement period under the C-LTIP, and (b) 90 days of themeasurement period under the AIP, respectively. Any pro rata payment earned will not be paid until the end of the measurement period for the plan. (See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” for additional information on AIP awards and C-LTIP awards).
| ■ | Full vesting and settlement of all RSUs; |
| ■ | For eligible officers, executive medical coverage, with the retired officer (or his or her eligible dependents) responsible for paying a reduced monthly premium after age 65; and |
| ■ | A pro rata benefit under the C-LTIP and under the AIP based on actual performance results for the full performance period, if he or she has completed a minimum of (a) 12 months of the measurement period under the C-LTIP, and (b) 90 days of the measurement period under the AIP, respectively. Any pro rata payment earned will not be paid until the end of the measurement period for the plan. |
/ 20232024 PROXY STATEMENT 5060
Subject to the terms of the Amended and Restated 2012 Change in Control Plan, as amended (the “Change in Control Plan”), in the event of a change in control of the Company, if termination of a Named Executive Officer occurs within 24 months of the change in control for “good reason” or without “cause” (as such terms are defined in the Change in Control Plan), the Named Executive Officer will be entitled to the following, in addition to the items identified in “Potential Payments upon Termination”:
RSUs become fully vested as of the termination date and will be distributed as soon as administratively possible;
| ■ | RSUs become fully vested as of the termination date and will be distributed as soon as administratively possible; |
For annual awards that have not yet reached the end of the measurement period, a prorated benefit under the AIP based on the number of whole months completed during the applicable measurement period through the termination date;
| ■ | For annual awards that have not yet reached the end of the measurement period, a prorated benefit under the AIP based on the number of whole months completed during the applicable measurement period through the termination date; |
Under the DSA, if termination of the Named Executive Officer occurs within 36 months of the change in control for benefits accrued and vested prior to 2005 and within 24 months of the change in control for benefits accrued and vested after 2004, the officer becomes 100% vested in the DSA benefit and the benefit is distributed as a lump sum;
| ■ | For C-LTIP awards that have not yet reached the end of the measurement period, a prorated benefit under the plan based on the number of whole months completed during the applicable measurement period through the termination date; amounts payable pursuant to such awards are computed and paid in the normal course of business and pursuant to the terms of the applicable plan after the end of the measurement period; |
For C-LTIP awards that have not yet reached the end of the measurement period, a prorated benefit under the plan based on the number of whole months completed during the applicable measurement period through the termination date; amounts payable pursuant to such awards are computed and paid in the normal course of business and pursuant to the terms of the applicable plan after the end of the measurement period;
| ■ | Under the DSA, if termination of the Named Executive Officer occurs within 36 months of the change in control for benefits accrued and vested prior to 2005 and within 24 months of the change in control for benefits accrued and vested after 2004, the officer becomes 100% vested in the DSA benefit and the benefit is distributed as a lump sum; |
A lump sum cash payment equal to 24 months of the then-current COBRA rate to elect continuation of coverage under the medical and dental plans of the Company for the coverage in effect for the officer immediately prior to thedate of termination (“Medical Premiums”); and
| ■ | A lump sum cash payment equal to 24 months of the then-current COBRA rate to elect continuation of coverage under the medical and dental plans of the Company for the coverage in effect for the officer immediately prior to the date of termination (“Medical Premiums”); and |
A lump sum cash payment equal to either (A) with respect to Ms. McReynolds, two times her base salary in effect on the date of termination plus two times her average annual cash incentive earned during the three years prior to the year in which the date of termination occurs, or (B) for the other Named Executive Officers, one times the executive’s base salary in effect on the date of termination plus one times his average annual cash incentive earned during the three years prior to the year in which the date of termination occurs (“Cash Severance”).
| ■ | A lump sum cash payment equal to either (A) with respect to Ms. McReynolds, two times her base salary in effect on the date of termination plus two times her average annual cash incentive earned during the three years prior to the year in which the date of termination occurs, or (B) for the other Named Executive Officers, one times the executive’s base salary in effect on the date of termination plus one times his average annual cash incentive earned during the three years prior to the year in which the date of termination occurs (“Cash Severance”). |
“Change in Control” under the Company’s plans is generally defined as the earliest date on which any of the following events shall occur:
The acquisition by any individual, entity or group (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the then outstanding shares of the Company’s Common Stock or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions will not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C)any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction that constitutes a Merger of Equals as defined in subsection (iii) below.
In any 12-month period, the individuals who, as of the beginning of the 12-month period, constitute the Board (the“Incumbent
| (i) | The acquisition by any individual, entity or group (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the then outstanding shares of the Company’s Common Stock or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions will not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction that constitutes a Merger of Equals as defined in subsection (iii) below. |
| (ii) | In any 12-month period, the individuals who, as of the beginning of the 12-month period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute
|
| (iii) | Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless such Business Combination constitutes a Merger of Equals. A Business Combination will constitute a “Merger of Equals” if, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the outstanding shares of the Company’s Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Resulting Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding shares of the Company’s Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Resulting Corporation and its affiliates or any employee benefit plan (or related trust) of the Resulting Corporation and its affiliates) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of Common Stock of the Resulting Corporation or the combined voting power of the then-outstanding voting securities of the Resulting Corporation except to the extent that such ownership existed with respect to the Company prior to the Business Combination, and (C) at least a majority of the |
/ 2024 PROXY STATEMENT 61
members of the board of directors of the Resulting Corporation (the “Resulting Board”) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination.
The sale or other disposition of all or substantially all of the assets of the Company to any Person, other than a transfer to (A) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company or (B) any corporation pursuant to a transaction that constitutes a Merger of Equals as defined in subsection (iii) above.
A complete liquidation or dissolution of the Company.
| (iv) | The sale or other disposition of all or substantially all of the assets of the Company to any Person, other than a transfer to (A) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company or (B) any corporation pursuant to a transaction that constitutes a Merger of Equals as defined in subsection (iii) above. |
| (v) | A complete liquidation or dissolution of the Company. |
“Good Reason” under the Company’s arrangements is generally defined as (i) any material and adverse diminution in the Named Executive Officer’s title, duties or responsibilities; (ii) a reduction in the Named Executive Officer’s base salary or employee benefits (including reducing the Named Executive Officer’s level of participation or target bonus award opportunity in the Company’s incentive compensation plans); or (iii) a relocation of the Named Executive Officer’s principal place of employment ofby more than 50 miles without the prior consent ofthe Named Executive Officer.
“Cause” under the Company’s arrangements is generally defined as the Named Executive Officer’s (i) gross misconduct or fraud in the performance of a Named Executive Officer’s duties to the Company or any subsidiary; (ii) conviction or guilty plea or plea of nolo contendere with respect to any felony or act of moral turpitude; (iii) engaging in any material act of theft or material misappropriation of Company property; or (iv) breach of the Company’s Code of Conduct as such code may be revised from time to time.
The Change in Control Plan provides that, unless outstanding equity awards are substituted, assumed, or continued by the successor to the Company with awards that have an equivalent (or greater) intrinsic value compared to the outstanding awards, such awards will become fully vested, settled and paid upon the occurrence of a change in control (with any outstanding performance-based awards being vested, settled and paid at a partial or full level based on the actual attainment of performance goals or, if not determinable, on a pro rata basis based on the assumed attainment of the target performance goals). If the equity awards are replaced by the successor company and the Named Executive Officer is terminated within 24 months of the change in control, he or she shall become vested as of the termination date in any unvested equity awards.
If amounts payable to a Named Executive Officer under the Change in Control Plan (or pursuant to any other arrangement or agreement with the Company) exceed the amount allowed under section 280G of the IRC and would be subject to the excise tax imposed by section 4999 of the IRC, then, prior to the making of any payments to a Named Executive Officer, theChange in Control Plan provides that a best-net calculation will be made comparing (i) the before income tax net benefit to the Named Executive Officer of the payments after payment ofthe excise tax to (ii) the before income tax net benefit to the Named Executive Officer if the payments are reduced to theextent necessary to avoid being subject to the excise tax (the “Best Net Calculation”). If the amount calculated under (i) is less than the amount calculated under (ii) in the preceding sentence, then the payments will be reduced to the extent necessary to avoid being subject to the excise tax.
Under the DSA, no unpaid benefit will be paid if the Named Executive Officer is discharged for wrongful conduct injurious to the Company, if the Named Executive Officer discloses confidential information relating to the Company or if the Named Executive Officer becomes employed by or renders service to any competitor of the Company. Under the C-LTIP and RSU award agreements, if the Compensation Committee determines that the recipient has committed an “Act of Misconduct,” as defined in the ArcBest Corporation Ownership Incentive Plan, the Committee may suspend the recipient’s rights to vest in any RSU or C-LTIP awards outstanding and may provide that the recipient will forfeit any vested but unpaid awards. The Executive Medical Policy provides that coverage will be forfeited if the Named Executive Officer becomes an employee, consultant or director of, or has an ownership interest in, any competitor of the Company. Under the Change in Control Plan, the Named Executive Officer is prohibited from solicitation of customers, clients and employees of the Company for a 12-month period following the termination and will not, without prior written consent from the Company, communicate or divulge any confidential information, knowledge or data to anyone at any time or the Committee may reduce or offset the benefits under the plan.
The Company also has a policy for the “clawback” of any bonus or incentive compensation awarded to any officer, including a Named Executive Officer, in the event of: (i) a material restatement of the Company’s financial statements due to non-compliance with any financial reporting requirement under applicable securities laws, regardless of the existence of misconduct or fault; (ii) an overpayment as the result of an error, including errors in determination of performance metric results or in the calculation of an officer’s covered compensation; or (iii) an Act of Misconduct (as such term is defined in the clawback policy) was committed by the officer. Under the terms of the policy, the Board may require reimbursement of any bonus or incentive compensation awarded and cancel unvested RSU awards previously granted to the Named Executive Officer under certain scenarios, which are described in “Compensation Discussion & Analysis” in this Proxy Statement.
/ 2023 PROXY STATEMENT 52
An “Act of Misconduct” has been committed under the Company’s arrangements if the Committee, the Chief Executive Officer, or any other person designated by the Committee determines a Named Executive Officer has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any subsidiary, breach of fiduciary duty, violation of Company ethics policy or Code of Conduct, deliberate disregard of Company or subsidiary policies, or if a participant makes an unauthorized disclosure of any Company or subsidiary trade secret or confidential information, solicits any employee or service provider to leave the employ or cease providing services to the Company or any subsidiary, breaches any intellectual property or assignment of inventions covenant, engages in any conduct constituting unfair competition, breaches any non-competition agreement, induces any Company or subsidiary customer to breach a contract with the Company or any subsidiary or to cease doing business with theCompany or any subsidiary or induces any principal for whom the Company or any subsidiary acts as agent to terminate such agency relationship.
The following table reflects compensation potentially payable to each Named Executive Officer under various employment termination and other scenarios based on the arrangements existing as of December 31, 2022.2023. The amounts shown in the following table assume that a change in control occurred and/or each Named Executive Officer terminated employment with the Company effective December 31, 2022,2023, and estimate the value that could be realized by each Named Executive Officer as a result of each specified triggering event; however, the amounts shown below do not take into account any Best Net Calculation and resulting reduction that may occur pursuant to the provisions of the Change in Control Plan. None of the Named Executive Officers are eligible for normal retirement; therefore, no data is shown for that scenario. Ms. McReynolds and Mr.Cobb areis eligible for early retirement. Mr. Cobb retired from the Company in October 2023, and therefore was not a participant under the Change in Control Plan as of December 31, 2023. The table below reflects the amounts actually paid to Mr. Cobb in connection with his retirement. None of the other Named Executive Officers are eligible for early retirement.
/ 20232024 PROXY STATEMENT 5362
See “2022“2023 Pension Benefits” for benefits payable under the SBP and DSA. Benefits payable with respect to previously vested RSUs are quantified in the “2022“2023 Non-Qualified Deferred Compensation” table.
Name | Benefit | General Termination ($) | Early Retirement ($) | Death ($) | Disability ($) | Termination Without Cause or Resignation for Good Reason After Change in Control ($) | |||||
Judy R. McReynolds | RSUs(1) |
| N/A |
| - |
| 2,600,235 |
| 2,600,235 |
| 2,600,235 |
Executive Medical(2) |
| N/A |
| 431,059 |
| 233,250 |
| 431,059 |
| - | |
Accrued Vacation(3) |
| N/A |
| 81,608 |
| 81,608 |
| 81,608 |
| 81,608 | |
DSA(4) |
| N/A |
| - |
| - |
| - |
| 442,576 | |
C-LTIP(5) |
| N/A |
| 4,441,667 |
| 4,441,667 |
| 4,441,667 |
| 3,999,091 | |
Annual Incentive Plan(6) |
| N/A |
| 2,121,800 |
| 2,121,800 |
| 2,121,800 |
| 2,121,800 | |
Cash Severance(7) |
| N/A |
| - |
| - |
| - |
| 5,540,240 | |
Medical Premiums(8) |
| N/A |
| - |
| - |
| - |
| 35,904 | |
| Total(9) |
| N/A | $ | 7,076,134 | $ | 9,478,560 | $ | 9,676,369 | $ | 14,821,454 |
David R. Cobb | RSUs(1) |
| N/A |
| - |
| 930,481 |
| 930,481 |
| 930,481 |
| Executive Medical(2) |
| N/A |
| 480,312 |
| 258,034 |
| 480,312 |
| - |
| Accrued Vacation(3) |
| N/A |
| 47,043 |
| 47,043 |
| 47,043 |
| 47,043 |
| C-LTIP(5) |
| N/A |
| 1,679,167 |
| 1,679,167 |
| 1,679,167 |
| 1,679,167 |
| Annual Incentive Plan(6) |
| N/A |
| 917,344 |
| 917,344 |
| 917,344 |
| 917,344 |
| Cash Severance(7) |
| N/A |
| - |
| - |
| - |
| 1,290,596 |
| Medical Premiums(8) |
| N/A |
| - |
| - |
| - |
| 48,120 |
| Total(9) |
| N/A | $ | 3,123,866 | $ | 3,832,069 | $ | 4,054,347 | $ | 4,912,751 |
Michael E. Newcity | RSUs(1) |
| - |
| N/A |
| 2,010,148 |
| 2,010,148 |
| 2,010,148 |
| Executive Medical(2) |
| - |
| N/A |
| 263,214 |
| 500,220 |
| - |
| Accrued Vacation(3) |
| 39,942 |
| N/A |
| 39,942 |
| 39,942 |
| 39,942 |
| C-LTIP(5) |
| 662,500 |
| N/A |
| 1,247,500 |
| 1,247,500 |
| 1,247,500 |
| Annual Incentive Plan(6) |
| 675,018 |
| N/A |
| 675,018 |
| 675,018 |
| 675,018 |
| Cash Severance(7) |
| - |
| N/A |
| - |
| - |
| 1,026,660 |
| Medical Premiums(8) |
| - |
| N/A |
| - |
| - |
| 48,120 |
| Total(9) | $ | 1,377,460 |
| N/A | $ | 4,235,822 | $ | 4,472,828 | $ | 5,047,388 |
Seth Runser | RSUs(1) |
| - |
| N/A |
| 1,330,760 |
| 1,330,760 |
| 1,330,760 |
| Executive Medical(2) |
| - |
| N/A |
| 293,586 |
| 555,731 |
| - |
| Accrued Vacation(3) |
| 42,091 |
| N/A |
| 42,091 |
| 42,091 |
| 42,091 |
| C-LTIP(5) |
| 425,000 |
| N/A |
| 1,004,167 |
| 1,004,167 |
| 1,004,167 |
| Annual Incentive Plan(6) |
| 766,063 |
| N/A |
| 766,063 |
| 766,063 |
| 766,063 |
| Cash Severance(7) |
| - |
| N/A |
| - |
| - |
| 977,421 |
| Medical Premiums(8) |
| - |
| N/A |
| - |
| - |
| 48,120 |
| Total(9) | $ | 1,233,154 |
| N/A | $ | 3,436,667 | $ | 3,698,812 | $ | 4,168,622 |
| Name | Benefit | General Termination ($) | Early Retirement ($) | Death ($) | Disability ($) | Termination Without Cause or Resignation for Good Reason After Change in Control ($) | |||||||||||||||||
| Judy R. McReynolds | RSUs | (1) | N/A | - | 3,541,266 | 3,541,266 | 3,541,266 | ||||||||||||||||
| Executive Medical | (2) | N/A | 453,535 | 250,483 | 453,535 | - | |||||||||||||||||
| Accrued Vacation | (3) | N/A | 86,539 | 86,539 | 86,539 | 86,539 | |||||||||||||||||
| DSA | (4) | N/A | - | - | - | 442,576 | |||||||||||||||||
| C-LTIP | (5) | N/A | 5,379,167 | 5,379,167 | 5,379,167 | 4,936,591 | |||||||||||||||||
| Annual Incentive Plan | (6) | N/A | 1,611,225 | 1,611,225 | 1,611,225 | 1,611,225 | |||||||||||||||||
| Cash Severance | (7) | N/A | - | - | - | 5,662,017 | |||||||||||||||||
| Medical Premiums | (8) | N/A | - | - | - | 36,936 | |||||||||||||||||
| Total | (9) | N/A | $ | 7,530,466 | $ | 10,868,680 | $ | 11,071,732 | $ | 16,317,150 | |||||||||||||
| J. Matthew Beasley | RSUs | (1) | - | N/A | 496,948 | 496,948 | 496,948 | ||||||||||||||||
| Executive Medical | (2) | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||
| Accrued Vacation | (3) | 25,962 | N/A | 25,962 | 25,962 | 25,962 | |||||||||||||||||
| C-LTIP | (5) | - | N/A | 207,300 | 207,300 | 207,300 | |||||||||||||||||
| Annual Incentive Plan | (6) | 374,125 | N/A | 374,125 | 374,125 | 374,125 | |||||||||||||||||
| Cash Severance | (7) | - | N/A | - | - | 783,014 | |||||||||||||||||
| Medical Premiums | (8) | - | N/A | - | - | 20,544 | |||||||||||||||||
| Total | (9) | $ | 400,087 | N/A | $ | 1,104,335 | $ | 1,104,335 | $ | 1,907,893 | |||||||||||||
| Seth K. Runser | RSUs | (1) | - | N/A | 2,227,972 | 2,227,972 | 2,227,972 | ||||||||||||||||
| Executive Medical | (2) | - | N/A | 298,072 | 563,456 | - | |||||||||||||||||
| Accrued Vacation | (3) | 45,673 | N/A | 45,673 | 45,673 | 45,673 | |||||||||||||||||
| C-LTIP | (5) | 625,000 | N/A | 1,373,583 | 1,373,583 | 1,373,583 | |||||||||||||||||
| Annual Incentive Plan | (6) | 579,797 | N/A | 579,797 | 579,797 | 579,797 | |||||||||||||||||
| Cash Severance | (7) | - | N/A | - | - | 1,134,504 | |||||||||||||||||
| Medical Premiums | (8) | - | N/A | - | - | 49,488 | |||||||||||||||||
| Total | (9) | $ | 1,250,470 | N/A | $ | 4,525,097 | $ | 4,790,481 | $ | 5,411,017 | |||||||||||||
| Dennis L. Anderson II | RSUs | (1) | - | N/A | 2,640,653 | 2,640,653 | 2,640,653 | ||||||||||||||||
| Executive Medical | (2) | - | N/A | 300,457 | 566,088 | - | |||||||||||||||||
| Accrued Vacation | (3) | 41,375 | N/A | 41,375 | 41,375 | 41,375 | |||||||||||||||||
| C-LTIP | (5) | 687,500 | N/A | 1,320,917 | 1,320,917 | 1,320,917 | |||||||||||||||||
| Annual Incentive Plan | (6) | 455,205 | N/A | 455,205 | 455,205 | 455,205 | |||||||||||||||||
| Cash Severance | (7) | - | N/A | - | - | 1,023,739 | |||||||||||||||||
| Medical Premiums | (8) | - | N/A | - | - | 49,488 | |||||||||||||||||
| Total | (9) | $ | 1,184,080 | N/A | $ | 4,758,607 | $ | 5,024,238 | $ | 5,531,377 | |||||||||||||
/ 20232024 PROXY STATEMENT 5463
Name | Benefit | General Termination ($) | Early Retirement ($) | Death ($) | Disability ($) | Termination Without Cause or Resignation for Good Reason After Change in Control ($) | |||||
Daniel E. Loe | RSUs(1) |
| - |
| N/A |
| 1,673,956 |
| 1,673,956 |
| 1,673,956 |
| Executive Medical(2) |
| - |
| N/A |
| 291,448 |
| 529,987 |
| - |
| Accrued Vacation(3) |
| 39,784 |
| N/A |
| 39,784 |
| 39,784 |
| 39,784 |
| C-LTIP(5) |
| 525,000 |
| N/A |
| 1,120,833 |
| 1,120,833 |
| 1,120,833 |
| Annual Incentive Plan(6) |
| 672,345 |
| N/A |
| 672,345 |
| 672,345 |
| 672,345 |
| Cash Severance(7) |
| - |
| N/A |
| - |
| - |
| 985,057 |
| Medical Premiums(8) |
| - |
| N/A |
| - |
| - |
| 48,120 |
| Total(9) | $ | 1,237,129 |
| N/A | $ | 3,798,366 | $ | 4,036,905 | $ | 4,540,095 |
Dennis L. Anderson II | RSUs(1) |
| - |
| N/A |
| 1,898,084 |
| 1,898,084 |
| 1,898,084 |
| Executive Medical(2) |
| - |
| N/A |
| 292,776 |
| 554,250 |
| - |
| Accrued Vacation(3) |
| 39,784 |
| N/A |
| 39,784 |
| 39,784 |
| 39,784 |
| C-LTIP(5) |
| 525,000 |
| N/A |
| 1,120,833 |
| 1,120,833 |
| 1,120,833 |
| Annual Incentive Plan(6) |
| 672,345 |
| N/A |
| 672,345 |
| 672,345 |
| 672,345 |
| Cash Severance(7) |
| - |
| N/A |
| - |
| - |
| 1,007,892 |
| Medical Premiums(8) |
| - |
| N/A |
| - |
| - |
| 48,120 |
| Total(9) | $ | 1,237,129 |
| N/A | $ | 4,023,822 | $ | 4,285,296 | $ | 4,787,058 |
(1) The RSU value is calculated using a per-share price of $70.04, which is the closing market price of the Common Stock on December 30, 2022 (the last trading day of the year), multiplied by the number of the Named Executive Officer’s RSUs vesting as a result of the applicable triggering event. Benefits payable with respect to previously vested outstanding RSUs are quantified in the “2022 Non-Qualified Deferred Compensation” table. (2) The executive medical value is based on the accumulated benefit obligation for the Named Executive Officer as of December 31, 2022, using the same assumptions as used by the Company for financial reporting purposes except that the values above are based on the Named Executive Officer’s actual age at December 31, 2022, for the applicable triggering events. The values shown for executive medical coverage in the event of the Named Executive Officer’s death reflect the value of health coverage for the Named Executive Officer’s surviving spouse. (3) The accrued vacation value is based on the Named Executive Officer’s actual earned weeks of vacation and base salary rate as of December 31, 2022. (4) The DSA value is equal to the accelerated benefit value as a result of the applicable triggering event. This value is based on the difference in the present value of the 120 monthly payments assuming the applicable triggering event occurred on December 31, 2022, less the present value of the actual DSA benefit accrued as of December 31, 2022. An interest rate of 6.22% was used to value the lump-sum payment upon a change in control as provided under the terms of the DSA. See “2022 Pension Benefits” for the present value of currently vested DSA benefits. (5) The C-LTIP value is the sum of the full amount paid under the 2020-2022 cash long-term incentive compensation plan since all such amounts were earned as of December 31, 2022, plus the pro rata benefit accrued under the 2021-2023 and 2022-2024 cash long-term incentive compensation plans, calculated based on performance as of December 31, 2022. Amounts shown in the “General Termination” column represents amounts fully earned but unpaid as of December 31, 2022. For C-LTIP participants with a frozen DSA, the C-LTIP change in control value is equal to the C-LTIP change in control value in excess of the DSA change in control value, if any. Ms. McReynolds is the only Named Executive Officer with a frozen DSA. (6) The AIP is equal to the annual incentive amount paid to each Named Executive Officer for 2022 since all such amounts were earned as of December 31, 2022 (reported in the “Summary Compensation Table”). (7) The cash severance payment value is a lump sum cash payment equal to (A) with respect to Ms. McReynolds, two times her base salary in effect on the date of termination plus two times her average annual cash incentive earned during the three years prior to the year in which the date of termination occurs, or (B) for the remaining Named Executive Officers, one times the executive’s base salary in effect on the date of termination plus one times his average annual cash incentive earned during the three years prior to the year in which the date of termination occurs, as provided under the terms of the Change in Control Plan. See “Potential Payments upon Termination after a Change in Control” for additional information. (8) The medical premium is a lump sum payment equal to 24 months of the COBRA premium in effect as of December 31, 2022, to elect continuation of coverage under the medical and dental plans of the Company for the coverage in effect for the officer and his or her eligible dependents immediately prior to the date of termination. See “Potential Payments upon Termination after a Change in Control” for additional information. (9) Totals represent aggregate amounts reflected in the table payable upon each termination or change in control event as indicated above. These totals do not include benefits that are currently vested and payable under the DSA or SBP (each reported in “2022 Pension Benefits”) or with respect to previously vested outstanding RSU awards (reported in the “2022 Non-Qualified Deferred Compensation” table), except to the extent a change in control or other triggering event creates an additional benefit above what was reported in either table. | |||||||||||
| Back to Contents |
| Name | Benefit | General Termination ($) | Early Retirement ($) | Death ($) | Disability ($) | Termination Without Cause or Resignation for Good Reason After Change in Control ($) | |||||||||||||||||
| Michael E. Newcity | RSUs | (1) | - | N/A | 2,616,611 | 2,616,611 | 2,616,611 | ||||||||||||||||
| Executive Medical | (2) | - | N/A | 272,026 | 517,466 | - | |||||||||||||||||
| Accrued Vacation | (3) | 41,540 | N/A | 41,540 | 41,540 | 41,540 | |||||||||||||||||
| C-LTIP | (5) | 675,000 | N/A | 1,296,900 | 1,296,900 | 1,296,900 | |||||||||||||||||
| Annual Incentive Plan | (6) | 457,014 | N/A | 457,014 | 457,014 | 457,014 | |||||||||||||||||
| Cash Severance | (7) | - | N/A | - | - | 1,027,809 | |||||||||||||||||
| Medical Premiums | (8) | - | N/A | - | - | 49,488 | |||||||||||||||||
| Total | (9) | $ | 1,173,554 | N/A | $ | 4,684,091 | $ | 4,929,531 | $ | 5,489,362 | |||||||||||||
| David R. Cobb(10) | RSUs | (1) | N/A | - | N/A | N/A | N/A | ||||||||||||||||
| Executive Medical | (2) | N/A | 498,486 | N/A | N/A | N/A | |||||||||||||||||
| Accrued Vacation | (3) | N/A | - | N/A | N/A | N/A | |||||||||||||||||
| C-LTIP | (5) | N/A | 1,444,467 | N/A | N/A | N/A | |||||||||||||||||
| Annual Incentive Plan | (6) | N/A | 493,460 | N/A | N/A | N/A | |||||||||||||||||
| Cash Severance | (7) | N/A | - | N/A | N/A | N/A | |||||||||||||||||
| Medical Premiums | (8) | N/A | - | N/A | N/A | N/A | |||||||||||||||||
| Total | (9) | $ | N/A | 2,436,413 | $ | N/A | $ | N/A | $ | N/A | |||||||||||||
| (1) | The RSU value is calculated using a per-share price of $120.21, which is the closing market price of the Common Stock on December 29, 2023 (the last trading day of the year), multiplied by the number of the Named Executive Officer’s RSUs vesting as a result of the applicable triggering event. Benefits payable with respect to previously vested outstanding RSUs are quantified in the “2023 Non-Qualified Deferred Compensation” table. |
| (2) | The executive medical value is based on the accumulated benefit obligation for the Named Executive Officer as of December 31, 2023, using the same assumptions as used by the Company for financial reporting purposes except that the values above are based on the Named Executive Officer’s actual age at December 31, 2023, for the applicable triggering events. The values shown for executive medical coverage in the event of the Named Executive Officer’s death reflect the value of health coverage for the Named Executive Officer’s surviving spouse. Mr. Beasley is not eligible for Executive Medical benefits because the plan was closed to new participants in 2017, before Mr. Beasley joined the Company. |
| (3) | The accrued vacation value is based on the Named Executive Officer’s actual earned weeks of vacation and base salary rate as of December 31, 2023. Mr. Cobb had no remaining vacation balance at the time of his retirement and, therefore, did not receive a payout of accrued vacation. |
| (4) | The DSA value is equal to the accelerated benefit value as a result of the applicable triggering event. This value is based on the difference in the present value of the 120 monthly payments assuming the applicable triggering event occurred on December 31, 2023, less the present value of the actual DSA benefit accrued as of December 31, 2023. An interest rate of 6.22% was used to value the lump-sum payment upon a change in control as provided under the terms of the DSA. See “2023 Pension Benefits” for the present value of currently vested DSA benefits. |
| (5) | The C-LTIP value is the sum of the full amount paid under the 2021-2023 cash long-term incentive compensation plan since all such amounts were earned as of December 31, 2023, plus the pro rata benefit accrued under the 2022-2024 and 2023-2025 cash long-term incentive compensation plans, calculated based on performance as of December 31, 2023. Amounts shown in the “General Termination” column represent amounts fully earned but unpaid as of December 31, 2023. For C-LTIP participants with a frozen DSA, the C-LTIP change in control value is equal to the C-LTIP change in control value in excess of the DSA change in control value, if any. Ms. McReynolds is the only Named Executive Officer with a frozen DSA. |
| (6) | The AIP is equal to the annual incentive amount paid to each Named Executive Officer for 2023 since all such amounts were earned as of December 31, 2023 (reported in the “Summary Compensation Table”). |
| (7) | The cash severance payment value is a lump sum cash payment equal to (A) with respect to Ms. McReynolds, two times her base salary in effect on the date of termination plus two times her average annual cash incentive earned during the three years prior to the year in which the date of termination occurs, or (B) for the remaining Named Executive Officers, one times the executive’s base salary in effect on the date of termination plus one times his average annual cash incentive earned during the three years prior to the year in which the date of termination occurs, as provided under the terms of the Change in Control Plan. See “Potential Payments upon Termination after a Change in Control” for additional information. |
| (8) | The medical premium is a lump sum payment equal to 24 months of the COBRA premium in effect as of December 31, 2023, to elect continuation of coverage under the medical and dental plans of the Company for the coverage in effect for the officer and his or her eligible dependents immediately prior to the date of termination. See “Potential Payments upon Termination after a Change in Control” for additional information. |
| (9) | Totals represent aggregate amounts reflected in the table payable upon each termination or change in control event as indicated above. These totals do not include benefits that are currently vested and payable under the DSA or SBP (each reported in “2023 Pension Benefits”) or with respect to previously vested outstanding RSU awards (reported in the “2023 Non-Qualified Deferred Compensation” table), except to the extent a change in control or other triggering event creates an additional benefit above what was reported in either table. |
| (10) | Mr. Cobb retired from the Company in October 2023. He was eligible for early retirement, and the amounts reported in the “Early Retirement” column reflect the amounts actually paid to Mr. Cobb in connection with this retirement. |
/ 20232024 PROXY STATEMENT 5564
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our median employee to the annual total compensation of Ms. McReynolds, our CEO. That ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described below.
For 2022,2023, our last completed fiscal year:
The total annual compensation of our median employee was $88,210.29.
| ■ | The total annual compensation of our median employee was $76,771.22. |
| ■ | The total annual compensation of Ms. McReynolds, as reported in the Summary Compensation Table in this Proxy Statement, was $6,315,108.72. |
| ■ | Based on this information, for 2023 the ratio of the total annual compensation of Ms. McReynolds to the median employee total annual compensation was 82.26 to 1. |
Per SEC rules, the Company is permitted to use the same median employee for up to three years, unless there has been a change in the Company’s employee population or compensation arrangements that the Company reasonably believes would result in a significant change in the disclosure. Because there were no material changes to our employee population or compensation programs that we believe would significantly impact the pay ratio disclosure, we used the same median employee as used for 2022. We calculated 2023 compensation for the median employee using the same methodology used to calculate Ms. McReynolds’ total annual compensation as reflected in the Summary Compensation Table in this Proxy Statement, was $6,430,892.63.
Based on this information, for 2022 the ratio ofStatement. With respect to the total annual compensation of Ms. McReynolds, towe used the median employee total annual compensation was 72.90 to 1.amount reported in the “Total” column for 2023 of the Summary Compensation Table of this Proxy Statement.
We have chosen to identify
For a new median employee for purposesdescription of calculating and disclosing our 2022 pay ratio due to recent changes in our employee population. Methodologythe methodology used to identify our median employee for fiscal year 2022:
October 1, 2022, wasplease refer to the date used to determineCEO Pay Ratio section within our employee population, which includes full-time and part-time employees. We do not have any seasonal or temporary employees. As of that date, our employee population was 15,305 and consisted of individuals working at our parent company and our subsidiaries in2023 Proxy Statement filed with the United States, including Puerto Rico, but excluding the Company’s Canadian population. SEC rules allow foreign employees to be excluded if those employees account for 5% or less of the total employees. Therefore, the Company’s entire Canadian population (72 employees) was excluded from the employee population.on March 17, 2023.
To find the median employee of our employee population (other than Ms. McReynolds), we used a consistently applied compensation measure comparing the amount of salary or wages, bonus, vacation pay, sick pay, jury duty pay, bereavement pay, short-term disability, holiday pay and overtime prior to any deductions (total annual compensation) paid in 2022 as reflected in our payroll records as of October1, 2022. Since equity awards are not widely distributed to our employees, we did not include equity awards in the compensation measure.
SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, as other companies may have utilized different methodologies and have different employment and compensation practices.
/ 20232024 PROXY STATEMENT 5665
The following table sets forth the pay versus performance disclosures required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K for the years indicated. Ms. McReynolds served as Principal Executive Officer (“PEO”) in each year. The names of the non-PEO Named Executive Officers (the “Non-PEO NEOs”) included for purposes of calculating the average amounts in each covered year are as follows: (i) for 2023, J. Matthew Beasley, Seth K. Runser, Dennis L. Anderson II, Michael E. Newcity and David R. Cobb; (ii) for 2022, David R. Cobb, Michael E. Newcity, Seth K. Runser, Daniel E. Loe and Dennis L. Anderson II; (ii)(iii) for 2021, DavidR.Cobb, Michael E. Newcity, James A. Ingram and DennisL.Anderson II; and (iii)(iv) for 2020, Timothy D. Thorne, David R.Cobb, Michael E. Newcity and James A. Ingram.
The dollar amounts for Compensation Actually Paid (“CAP”) do not reflect the actual amount of compensation earned by or paid to the Named Executive Officers during the covered year. Please refer to the Compensation Discussion & Analysis section in this Proxy Statement and in our previous proxy statements for information about how the Compensation Committee has assessed the Company’s performance and Named Executive Officer compensation in a given year.
Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO(1) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs(1) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income (millions)(4) (h) | Return on Capital Employed (ROCE) | ||
Total Shareholder Return(2) (f) | Peer Group Total Shareholder Return(3) (g) | 1 Year(5) (i) | Average 3 Year(5) (j) | ||||||
2022 | 6,430,893 | 384,908 | 2,097,211 | 342,776 | 259.47 | 179.25 | 298.21 | 39.9% | 26.7% |
2021 | 6,006,289 | 16,582,019 | 2,131,000 | 5,779,949 | 441.63 | 216.77 | 213.52 | 34.8% | 19.4% |
2020 | 4,174,608 | 6,594,027 | 1,648,558 | 2,599,276 | 156.55 | 130.97 | 71.10 | 15.4% | 11.7% |
(1) Reflects the CAP for the PEO and the average CAP for the Non-PEO NEOs for the covered years, as computed in accordance with Item 402(v) of Regulation S-K. The following adjustments were made to the Summary Compensation Table total compensation to determine the CAP: | |||||||||
Year | Reported Summary Compensation Table Total(i) A | Reported Value of Equity Awards(ii) B | Equity Award Adjustments(iii) C | Reported Change in the Actuarial Present Value of Pension Benefits(iv) D | Pension Benefit Adjustments(v) E | Compensation Actually Paid A-B+C-D+E |
Company’s PEO | ||||||
2022 | 6,430,893 | 1,230,566 | (4,799,292) | 16,127 | - | 384,908 |
2021 | 6,006,289 | 990,774 | 11,576,989 | 10,485 | - | 16,582,019 |
2020 | 4,174,608 | 806,238 | 3,253,310 | 27,653 | - | 6,594,027 |
Average of Non-PEO NEOs | ||||||
2022 | 2,097,211 | 302,547 | (1,451,888) | - | - | 342,776 |
2021 | 2,131,000 | 302,012 | 3,950,961 | - | - | 5,779,949 |
2020 | 1,648,558 | 296,860 | 1,247,578 | - | - | 2,599,276 |
(i) Reflects the amounts (or the average amounts for the Non-PEO NEOs) reported in the “Total” column of the Summary Compensation Table for the covered years. (ii) Reflects the grant date fair value of equity awards granted to the PEO (or the average amounts with regard to the Non-PEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered years. (iii) The equity award adjustments for each covered year include the addition (or subtraction, as applicable) as set forth in the table below. The fair values of equity awards were calculated using closing stock price as of the applicable valuation dates and are not adjusted for present value of dividends (which are not payable with respect to RSUs granted to Named Executive Officers). | ||||||
Year | Year End Fair Value of Equity Awards Granted During the Fiscal Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments |
Company’s PEO | ||||
2022 | 1,099,628 | (4,024,648) | (1,874,272) | (4,799,292) |
2021 | 1,366,290 | 8,906,572 | 1,304,127 | 11,576,989 |
2020 | 1,804,941 | 1,549,196 | (100,827) | 3,253,310 |
Average of Non-PEO NEOs | ||||
2022 | 270,354 | (1,154,596) | (567,646) | (1,451,888) |
2021 | 416,479 | 3,075,623 | 458,860 | 3,950,961 |
2020 | 664,585 | 623,521 | (40,529) | 1,247,578 |
| Value of Initial Fixed $100 Investment Based On: | Return on Capital Employed (Adjusted ROCE) | |||||||||||||||||
| Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO(1) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs(1) (e) | Total Shareholder Return(2) (f) | Peer Group Total Shareholder Return(3) (g) | Net Income (millions)(4) (h) | 1 Year(5) (i) | Average 3 Year(5) (j) | |||||||||
| 2023 | 6,315,108 | 10,548,681 | 1,737,578 | 2,508,269 | 447.38 | 235.83 | 195.43 | 20.1% | 28.6% | |||||||||
| 2022 | 6,430,893 | 384,908 | 2,097,211 | 342,776 | 259.47 | 180.19 | 298.21 | 39.9% | 26.7% | |||||||||
| 2021 | 6,006,289 | 16,582,019 | 2,131,000 | 5,779,949 | 441.63 | 216.63 | 213.52 | 34.8% | 19.4% | |||||||||
| 2020 | 4,174,608 | 6,594,027 | 1,648,558 | 2,599,276 | 156.55 | 130.88 | 71.10 | 15.4% | 11.7% | |||||||||
/ 2023 PROXY STATEMENT 57
(1) | Reflects the
|
(2) | Total Shareholder Return (TSR) is calculated assuming $100 was invested on December 31, 2019, with reinvestment of dividends. All calculations have been prepared by Zacks Investment Research, Inc. |
| (3) | The reported: |
| (4) | Net income as reported in the Company’s audited financial statements for each covered year, which includes, for the applicable years, income from discontinued operations. |
| (5) | Reflects the one-year and three-year average Adjusted ROCE of the Company as approved by the Compensation Committee for purposes of the Company’s annual cash incentive compensation plan and long-term cash incentive compensation plan for each covered year. The Company has determined that one-year Adjusted ROCE |
The following table sets forth the pay versus performance disclosures required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K for the years indicated. Ms. McReynolds served as Principal Executive Officer (“PEO”) in each year. The names of the non-PEO Named Executive Officers (the “Non-PEO NEOs”) included for purposes of calculating the average amounts in each covered year are as follows: (i) for 2023, J. Matthew Beasley, Seth K. Runser, Dennis L. Anderson II, Michael E. Newcity and David R. Cobb; (ii) for 2022, David R. Cobb, Michael E. Newcity, Seth K. Runser, Daniel E. Loe and Dennis L. Anderson II; (iii) for 2021, David R. Cobb, Michael E. Newcity, James A. Ingram and Dennis L. Anderson II; and (iv) for 2020, Timothy D. Thorne, David R. Cobb, Michael E. Newcity and James A. Ingram.
| (1) | Reflects the CAP for the PEO and the average CAP for the Non-PEO NEOs for the covered years, as computed in accordance with Item 402(v) of Regulation S-K. The following adjustments were made to the Summary Compensation Table total compensation to determine the CAP: |
| Year | Reported Summary Compensation Table Total(i) A | Reported Value of Equity Awards(ii) B | Equity Award Adjustments(iii) C | Reported Change in the Actuarial Present Value of Pension Benefits(iv) D | Pension Benefit Adjustments(v) E | Compensation Actually Paid A-B+C-D+E | ||||||
| Company’s PEO | ||||||||||||
| 2023 | 6,315,108 | 1,227,732 | 5,470,769 | 9,464 | - | 10,548,681 | ||||||
| Average of Non-PEO NEOs | ||||||||||||
| 2023 | 1,737,578 | 229,984 | 1,000,675 | - | - | 2,508,269 | ||||||
| (i) | Reflects the amounts (or the average amounts for the Non-PEO NEOs) reported in the “Total” column of the Summary Compensation Table for the covered year. | |
| (ii) | Reflects the grant date fair value of equity awards granted to the PEO (or the average amounts with regard to the Non-PEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered year. | |
| (iii) | The equity award adjustments for the covered year include the addition (or subtraction, as applicable) as set forth in the table below. The fair values of equity awards were calculated using closing stock price as of the applicable valuation dates and are not adjusted for present value of dividends (which are not payable with respect to RSUs granted to Named Executive Officers). |
| (iv) | Reflects the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the covered years. | |
| (v) | These amounts reflect the actuarially determined service cost for services rendered during the applicable year. The Company’s legacy non-contractual defined benefit pension plan was terminated effective December 31, 2017, and fully liquidated as of December 31, 2019. Therefore, no services costs were incurred in any of the covered years. |
/ 2024 PROXY STATEMENT 66
| Year | Year End Fair Value of Equity Awards Granted During the Fiscal Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair value of forfeited awards at end of prior year | Total Equity Award Adjustments | |||||
| Company’s PEO | ||||||||||
| 2023 | 1,706,982 | 3,219,258 | 544,529 | - | 5,470,769 | |||||
| Average of Non-PEO NEOs | ||||||||||
| 2023 | 319,759 | 532,825 | 233,554 | (85,463) | 1,000,675 | |||||
| (iv) | Reflects the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the covered years. | |
| (v) | These amounts reflect the actuarially determined service cost for services rendered during the applicable year. The Company’s legacy non-contractual defined benefit pension plan was terminated effective December 31, 2017, and fully liquidated as of December 31, 2019. Therefore, no services costs were incurred in any of the covered years. |
| (2) | Total Shareholder Return (TSR) is calculated assuming $100 was invested on December 31, 2019, with reinvestment of dividends. All calculations have been prepared by Zacks Investment Research, Inc. |
| (3) | The 2023 peer group includes the following companies: Covenant Logistics Group, Inc., Forward Air Corporation, Hub Group, Inc., J.B. Hunt Transport Services, Inc., Knight-Swift Transportation Holdings, Inc., Landstar System, Inc., Old Dominion Freight Line, Inc., Saia, Inc., Schneider National, Inc., TFI International Inc., and Werner Enterprises, Inc. Our 2023 peer group is identical to our 2022 peer group, except that, for 2023, U.S. Xpress Enterprises, Inc. was removed due to its acquisition by Knight-Swift Transportation Holdings, Inc., and Yellow Corporation was removed due to its Chapter 11 bankruptcy filing and subsequent delisting from Nasdaq. The following table sets forth the TSR for the 2022 peer group for each of the four years reported: |
| Year | 2022 Peer Group Total Shareholder Return | |
| 2023 | ||
| 2022 | ||
| 2021 | ||
| 2020 |
| (4) | Net income as reported in the Company’s audited financial statements for each covered year, which includes, for the applicable years, income from discontinued operations. |
| (5) | Reflects the one-year and three-year average Adjusted ROCE of the Company as approved by the Compensation Committee for purposes of the Company’s annual cash incentive compensation plan and long-term cash incentive compensation plan for each covered year. The Company has determined that one-year Adjusted ROCE as used in its annual cash incentive compensation plan is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Named Executive Officers, for the most recently completed fiscal year, to Company performance. Because the Company uses three-year average Adjusted ROCE in its long-term cash incentive program as discussed in greater detail in “Compensation Discussion & Analysis — Components of Compensation — Long-Term Incentive Compensation,” the Company is providing, on a supplemental basis, its three-year average Adjusted ROCE for each covered year. For more information, see the section below titled “Financial Performance Measures.” |
As described in greater detail in “Executive Compensation — Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The financial performance measures set forth in the table below (in unranked order), in the Company’s assessment, represent the most important financial performance measures used by the Company to link CAP to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance. The measures are utilized in our annual incentive compensation plan (“AIP”) and our cash long-term incentive compensation plan (“C-LTIP”) and are designed with the objective of aligning the executives’ interests with those of the Company’s stockholders.
Performance Measure | Compensation Weighting | For More Information | ||
Adjusted Operating Income | 50% of AIP | Page | ||
| 50% of AIP | Page | ||
Relative TSR | 50% of C-LTIP | Page | ||
Average Adjusted ROCE for the three-year performance period | 50% of C-LTIP | Page |
The graphs and narratives on the following pages reflect the relationship between (i) the CAP for Ms. McReynolds and the average CAP for the Non-PEO NEOs, and (ii) each of the financial performance measures included within the Pay Versus Performance table on page 57.66.
/ 20232024 PROXY STATEMENT 5867
CAP VS. COMPANY TSR AND PEER GROUP TSR
/ 20232024 PROXY STATEMENT 5968
The following graph compares the CAP to Ms. McReynolds and the average amount of CAP to the non-PEONon-PEO NEOs with our net income over the threefour years presented. While we do not use net income as a compensation performance metric in our executive compensation program, the measure of net income may correlate to operating income,Adjusted Operating Income, which we use in our AIP. Because a significant portion of CAP is comprised of equity awards, which have multi-year vesting periods, CAP is more heavily impacted by fluctuations in stock price year-over-year, as compared to net income.
CAP VS. NET INCOME
/ 20232024 PROXY STATEMENT 6069
The following graph compares the CAP to Ms. McReynolds and the average amount of CAP to the non-PEONon-PEO NEOs with (i) our one-year Adjusted ROCE, (adjusted), calculated in accordance with our AIP, and (ii) on a supplemental basis, the average three-year Adjusted ROCE, (adjusted), calculated in accordance with our C-LTIP program, each over the threefour years presented. While the Company uses several financial performance measures to evaluate performance for purposes of its executive compensation program, the Company has determined that one-year Adjusted ROCE (adjusted) as used in the AIP is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Named Executive Officers, for the most recently completed fiscal year, to Company performance.
CAP VS. ANNUAL AND THREE-YEAR AVERAGE ROCE
/ 20232024 PROXY STATEMENT 6170
In accordance with Section 14A of the Exchange Act, the Company is providing its stockholders with the opportunity to cast a non-binding advisory vote on a resolution to approve the compensation of the Company’s Named Executive Officers (the “Say on Pay Vote”). At the 2011, 2017 and 20172023 Annual Meetings, stockholders voted in favor of the Board’s recommendation to hold a Say on Pay Vote on an annual basis, and since the 2011 Annual Meeting, the Company has held annual non-binding Say on Pay Votes. Although the Board and the Compensation Committee will consider the outcome of the advisory vote on the frequency of holding future advisory votes on executive compensation in Proposal III below, we expect theThe next Say on Pay Vote will occur at the 20242025 Annual Meeting.
The non-binding Say on Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. To that end, the Board has submitted the following resolution to be voted on by our stockholders at the 20232024 Annual Meeting:
RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement for ArcBest Corporation’s 20232024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the Summary Compensation Table and the other related tables and narrative disclosure.
The Board recognizes that executive compensation is an important matter for our stockholders. As described in detail in the “Compensation Discussion & Analysis” section of this Proxy Statement, the Compensation Committee is responsible for establishing, implementing and monitoring adherence with our executive compensation policy.
As you consider this Proposal II, we encourage you to carefully review the “Compensation Discussion & Analysis” section and executive compensation tables of this Proxy Statement for a detailed discussion of our executive compensation program, including the more detailed information about our compensation philosophy and objectives and the past compensation of the Named Executive Officers.
As an advisory vote, Proposal II is not binding on the Board or the Compensation Committee, will not overrule any decisions made by the Board or the Compensation Committee, and will not require the Board or the Compensation Committee to take any action. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and intend to consider the outcome of the vote when making future compensation decisions for executive officers. In particular, to the extent there is any significant vote against the Named Executive Officers’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are appropriate in the future to address those concerns.
The Board recommends that stockholders vote “FOR” the approval of the compensation of the Named Executive Officers, as disclosed in this Proxy Statement.
/ 20232024 PROXY STATEMENT 6271
Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to indicate how frequently we should seek an advisory vote on the compensation of the Named Executive Officers, such as Proposal II included in this Proxy Statement. The vote on this Proposal III is being presented to our stockholders in a manner that permits them to vote in the alternative for holding an advisory vote on the compensation of our Named Executive Officers every “1 YEAR,” every “2 YEARS” or every “3 YEARS.” Stockholders also have the opportunity to abstain from voting on this Proposal III. Stockholders were last asked to vote on the frequency of such votes at the 2017 Annual Meeting of Stockholders. Consistent with the Board’s recommendation at that meeting, the Company’s stockholders recommended that we hold annual advisory votes to approve executive compensation. After careful consideration, the Board has determined that an advisory vote on the compensation of our Named Executive Officers that occurs every “1 YEAR” (an annual vote) is the most appropriate alternative for the Company, and therefore, the Board recommends that you support a frequency period of every “1 YEAR” for the advisory vote on the compensation of our Named Executive Officers. The Board based this determination on a number of considerations, including the following:
An annual advisory vote provides the highest level of accountability to our stockholders.
An annual advisory vote facilitates direct and timely communication between stockholders and the Company by enabling such votes to correspond to the majority of information presented in the accompanying proxy statement.
Stockholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal:
“1 YEAR”;
“2 YEARS”;
“3 YEARS”; or
Abstain from voting.
The required vote to approve Proposal III is the affirmative vote by the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote on the matter. Because this proposal has three possible substantive responses (every “1 year,” every “2 years” or every “3 years”), if none of the frequency alternatives receives the 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 on the matter, then we will consider stockholders to have approved the frequency selected by holders of a plurality of the total number of shares of Common Stock present in person or by proxy and entitled to vote on the matter.
Proposal III is a non-binding advisory vote. However, the Board and the Compensation Committee will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation. The next required advisory vote on the frequency of future advisory votes to approve the compensation of Named Executive Officers (like this Proposal III) will occur no later than the 2029 Annual Meeting of Stockholders.
/ 2023 PROXY STATEMENT 63
The Audit Committee is comprised solely of Directors who meet the independence standards and financial literacy requirements defined by the SEC and Nasdaq, and we operate under a written charter approved by the Board. The Audit Committee’s composition, member attributes and responsibilities, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. Messrs.Mr. Eliasson and Hogan and Ms. Stipp are Board-designated Audit Committee Financial Experts as defined under applicable SEC and Nasdaq rules.
As part of our responsibilities, the Audit Committee oversaw the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation, presentation and integrity of the Company’s financial statements and the reporting process, including the systems of internal controls. In fulfilling our oversight responsibilities related to the audited consolidated financial statements in the Company’s 20222023 Annual Report, we reviewed and discussed with management, among other things:
the Company’s audited consolidated financial statements for 2022 and recommended to the Board they be included in the Company’s Annual Report;
| ■ | the Company’s audited consolidated financial statements for 2023 and recommended to the Board that they be included in the Company’s Annual Report; |
the representations of management that those consolidated financial statements were prepared in accordance with generally accepted accounting principles;
| ■ | the representations of management that those consolidated financial statements were prepared in accordance with generally accepted accounting principles; |
the quality and acceptability of the accounting principles;
| ■ | the quality and acceptability of the accounting principles; |
the reasonableness of significant accounting judgments and critical accounting policies and estimates;
| ■ | the reasonableness of significant accounting judgments and critical accounting policies and estimates; |
the clarity of disclosures in the consolidated financial statements;
| ■ | the clarity of disclosures in the consolidated financial statements; |
the adequacy and effectiveness of the Company’s financial reporting procedures, including disclosure controls and procedures; and
| ■ | the adequacy and effectiveness of the Company’s financial reporting procedures, including disclosure controls and procedures; and |
the adequacy and effectiveness of the Company’s internal controls over financial reporting, including the report of management’s assessment on the effectiveness of internal controls over financial reporting, which was performed by management using the 2013 framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission.
| ■ | the adequacy and effectiveness of the Company’s internal controls over financial reporting, including the report of management’s assessment on the effectiveness of internal controls over financial reporting, which was performed by management using the 2013 framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission. |
The Audit Committee is also responsible for the appointment, termination, compensation, evaluation and oversight of Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, including review of the firm’s qualifications, performance and independence. EY is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. EY is also responsible for expressing an opinion on the conformity of the audited consolidated financial statements with generally accepted accounting principles. We reviewed and discussed with EY its judgments as to the quality, not just the acceptability, of the Company’s accounting principles, reasonableness of significant accounting judgments, and critical accounting policies and estimates, and the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, we received the written disclosures and the letter from EY as required by the PCAOB regarding EY’s communications with the Audit Committee concerning independence and discussed with EY its independence from management and the Company. We considered the compatibility of non-audit services performed by EY and determined the non-audit services to be compatible with EY’s independence.
We discussed with the Company’s internal auditors and EY the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and EY, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. Additionally, we reviewed the performance, responsibilities, and staffing of the Company’s internal auditors. We also oversaw compliance with the Company’s receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing and other federal securities law matters, including confidential and anonymous submissions of these complaints. Furthermore, we met with members of management to discuss the results of the Company’s legal and ethical compliance programs.
The Audit Committee provided oversight of the Company’s risk management policies and processes, and we reviewed and discussed with members of senior management significant risks identified by management in various areas of the Company, including financial statements, systems and reporting, legal, compliance, ethics, information technology, data security, cybersecurity, and related party transactions.
/ 20232024 PROXY STATEMENT 6472
In reliance on the reviews and discussions referred to above, and the receipt of unqualified opinions from EY dated February24, 2023, 23, 2024, with respect to the consolidated financial statements of the Company as of and for the year ended December 31, 2022,2023, and with respect to the effectiveness of the Company’s internal controls over financial reporting, the AuditCommittee recommended to the Board (and the Board has approved) that the audited consolidated financial statements be included in the Company’s 20222023 Annual Report for filing with the SEC.
| Audit Committee | ||
| ||
Janice E. Stipp, Chair | ||
| Fredrik J. Eliasson
| ||
| Dr. Craig E. Philip | ||
| Steven L. Spinner |
/ 2024 PROXY STATEMENT 73
The firm of Ernst & Young LLP (“EY”) served as the independent registered public accounting firm for the Company for the fiscal year ended December 31, 2022.2023. The Audit Committee has appointed EY to continue in that capacity for fiscal year 2023,2024, subject to the Audit Committee’s approval of an engagement agreement and related service fees. EY has served as the Company’s independent auditor since 1972. The Audit Committee and the Board believe it is in the best interests of the Company and its stockholders to retain EY as the Company’s independent auditor for fiscal year 2023,2024, and recommend that a resolution be presented to the stockholders at the 2023 Annual Meeting to ratify that appointment.
The Audit Committee has ultimate authority and responsibility for the appointment, termination, compensation, evaluation and oversight of the Company’s independent auditor, including review of EY’s qualifications, performance and independence. The Audit Committee’s oversight includes regular private sessions with EY, discussions with EY regarding the scope of its audit, an annual evaluation of whether to engage EY, and direct involvement in the transition of the new lead engagement partner in connection with the regulatory five-year rotation of that position. As part of the annual review, the Audit Committee considers, among other things:
the quality and efficiency of the current and historical services provided by EY;
| ■ | the quality and efficiency of the current and historical services provided by EY; |
| ■ | EY’s capability and expertise in handling the breadth and complexity of the Company’s operations; |
| ■ | the quality and candor of EY’s communications with the Audit Committee; |
| ■ | external data on EY’s audit quality and performance, including recent PCAOB reports; |
| ■ | EY’s independence from the Company; |
| ■ | the appropriateness of EY’s fees; |
| ■ | EY’s tenure as the Company’s independent auditor, including the benefits of the extensive institutional knowledge EY has gained through the years and the controls and processes in place to help ensure EY’s continued independence; and |
| ■ | the costs associated with onboarding a new independent auditor due to training and lost efficiencies. |
EY’s capability and expertise in handling the breadth and complexity of the Company’s operations;
the quality and candor of EY’s communications with the Audit Committee;
external data on EY’s audit quality and performance, including recent PCAOB reports;
EY’s independence from the Company;
the appropriateness of EY’s fees;
EY’s tenure as the Company’s independent auditor, including the benefits of the extensive institutional knowledge EY has gained through the years and the controls and processes in place to help ensure EY’s continued independence; and
the costs associated with onboarding a new independent auditor due to training and lost efficiencies.
The submission of this proposal for approval by stockholders is not legally required, but the Board and the Audit Committee believe the submission provides an opportunity for stockholders, through their vote, to communicate with the Board and the Audit Committee about an important aspect of corporate governance. In the event the stockholders fail to ratify the appointment of EY, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of EY will attend the 20232024 Annual Meeting. They will have the opportunity, following the meeting, to make a statement and respond to appropriate questions from stockholders.
/ 20232024 PROXY STATEMENT 6674
The following is a summary of the fees billed to the Company by EY for professional services rendered for the fiscal years ended December 31, 2022,2023, and December 31, 2021:2022:
Fee Category | 2022 Fees(1) | 2021 Fees |
Audit Fees | $ 1,935,000 | $ 1,705,000 |
Audit-Related Fees | 50,000 | 65,000 |
Tax Fees | 27,915 | 17,500 |
All Other Fees | 295,526 | 6,525 |
Total Fees | $ 2,308,441 | $ 1,794,025 |
(1) Audit Fees include actual and expected billings for fees and expenses related to the 2022 financial statement audit. | ||
| Fee Category | 2023 Fees(1) | 2022 Fees | ||
| Audit Fees | $ | 1,883,150 | $ | 1,935,000 |
| Audit-Related Fees | 60,000 | 48,080 | ||
| Tax Fees | 27,915 | 27,915 | ||
| All Other Fees | 2,800 | 295,526 | ||
| Total Fees | $ | 1,973,865 | $ | 2,306,521 |
| (1) | Audit Fees include actual and expected billings for fees and expenses related to the 2023 financial statement audit. |
Consists of fees billed for professional services rendered for the integrated audit of the Company’s consolidated financial statements and internal controls over financial reporting and quarterly reviews of the interim consolidated financial statements included in quarterly reports and services that are normally provided by EY in connection with statutory and regulatory filings or engagements. These services also include accounting consultations related to the impact of changes in rules or standards. Fees for 2021 and2023 included fees billed for incremental audit activities associated with the February 2023 sale of FleetNet America, Inc., including internal control testing around discontinued operations. Fees for 2022 included fees billed for incremental audit activities associated with the November 2021 acquisition of MoLo Solutions, LLC, including valuation work and purchase price testing, internal control testing around business combinations, systems integration testing and testing of incremental activity during the November through December 2021 stub period.internal controls.
Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”
Consists of fees billed for professional services for tax compliance and tax consulting. These services include assistance regarding federal, state and international tax compliance.
Consists of consulting fees for due diligence services and fees for online technical accounting research.research materials. Fees for 2022 also include consulting fees for due-diligence services.
The Audit Committee, under the responsibilities and duties outlined in its charter, is to pre-approve all audit and non-audit services provided by EY. These services may include audit services, audit-related services, tax services and other services as allowed by law or regulation. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specifically approved amount. EY and management are required to periodically report to the Audit Committee regarding the extent of services provided by EY in accordance with this pre-approval and the fees incurred to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
The Audit Committee, or the Audit Committee Chair under authority of the Audit Committee, pre-approved 100%all of the Company’s audit fees, audit-related fees, tax fees and all other feesnon-audit services reflected in the table above for each of the fiscal years ended December 31, 2022,2023, and December 31, 2021, and none2022. None of the feesservices were approved pursuant to the de minimis exception provided in Rule2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
/ 20232024 PROXY STATEMENT 6775
The State of Delaware, which is the Company’s state of incorporation, recently enacted legislation that enables Delaware companies to limit the liability of certain officers in limited circumstances under Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). The new Delaware legislation only permits,
Our Second Amended and if this proposal (the “Exculpation Amendment”) is adopted, Article VI of our Restated Certificate of Incorporation (the “Current Certificate”) contains a provision that requires the affirmative vote of 66-2/3% of the outstanding voting stock of the Company to approve of any (i) merger or consolidation of the Company with or into any other corporation, (ii) sale, lease, exchange or other disposition of all or substantially all of the assets of the Company to or with any other corporation, person or other entity, (iii) dissolution of the Company or (iv) amendment of the Current Certificate” (collectively, the “Supermajority Voting Requirements”). If this proposal is adopted, Article XI of the Current Certificate would be amended to eliminate the Supermajority Voting Requirements, and such matters, except in accordance with applicable law, would be approved by a majority of the outstanding voting stock of the Company (the Current Certificate, as amended byto eliminate Supermajority Voting Requirements, the Exculpation Amendment, the “Second“Third Amended and Restated Certificate of Incorporation”), would be amended to only permit, exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. Furthermore, the limitation on liability would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The rationale for limiting the scope of liability, as further described below, is to strike a balance between stockholders’ interest in accountability and their interest in the Company being able to attract and retain talented officers to work on its behalf..
In order to implementeliminate the Exculpation Amendment,Supermajority Voting Requirements, the Board has unanimously approved the SecondThird Amended and Restated Certificate of Incorporation, subject to stockholder approval. The Board has unanimously determined that the SecondThird Amended and Restated Certificate of Incorporation is advisable and in the best interests of the Company and our stockholders, and, in accordance with the DGCL,Delaware General Corporation Law and the Current Certificate, hereby seeks approval of the SecondThird Amended and Restated Certificate of Incorporation by our stockholders.
The Nominating/Corporate Governance Committee is tasked with, among other things, reviewing the corporate governance issues relevant to the Company, and the adequacy of the Company’s corporate governance standards, as well as monitoring significant developments in corporate governance. TheHistorically, the Nominating/Corporate Governance Committee believesdetermined that there isthe Supermajority Voting Requirements facilitate stability and protect the interests of all stockholders against self-interested actions by one or more large stockholders by requiring that certain extraordinary matters and fundamental changes to corporate governance receive the support of a need for directors and officers to remain freebroad consensus of the riskCompany’s stockholders. As part of financial ruin as a resultits ongoing review of an unintentional misstep. Furthermore, adoptingour corporate governance, the Exculpation Amendment would ensure that the Company remains able to attract and retain the most talented officers. The Nominating/Corporate Governance Committee has additionally determined that adoptingconsidered the Exculpation Amendment would not negatively impact stockholder rights.advantages and disadvantages of, and different perspectives on, retaining the Supermajority Voting Requirements, and discussed the requirements with stockholders, outside experts and advisors. Thus, in light of the narrow class and type of claims for which officers’ liability would be exculpated,foregoing, and the benefits that the Nominating/Corporate Governance Committee believe would accrue to the Company and its stockholders, including the possibility that the elimination of the Supermajority Voting Requirements increases the Board’s accountability to stockholders and provides stockholders greater ability to participate in the formcorporate governance of an enhanced ability to attract and retain talented officers,the Company, the Nominating/Corporate Governance Committee recommended to the Board to approve and adopt, and the Board approved and adopted, the Exculpation Amendment,Third Amended and Restated Certificate of Incorporation eliminating the Supermajority Voting Requirements, and the Board recommends that stockholders approve and adopt the Exculpation Amendment.
Frequently, directorsThird Amended and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial riskRestated Certificate of investigations, claims, actions, suits or proceedings seeking to impose liability onIncorporation eliminating the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. Furthermore, the Company expects that its peers may adopt exculpation clauses that limit the personal liability of officers in their certificates of incorporation and failing to adopt the Exculpation Amendment could impact our recruitment and retention of talented officer candidates that conclude that the potential exposure to liabilities, costs of defense and other risksSupermajority Voting Requirements.
/ 20232024 PROXY STATEMENT 6876
of proceedings exceeds
Adopting the Exculpation Amendment would better position the Company to attract talented officer candidates and retain our current officers and enable the officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability. The Exculpation Amendment will also more generally align the protections available to our directors with those available to our officers. In view of the above considerations, our Board has unanimously determined to provide for the exculpation of officers as proposed.
In order to implementeliminate the Exculpation Amendment,Supermajority Voting Requirements, the Board is asking our stockholders to approve the SecondThird Amended and Restated Certificate of Incorporation. A copy of the proposed SecondThird Amended and Restated Certificate of Incorporation is attached hereto as Appendix A, with the additions pursuant tocontemplated by the Exculpation Amendmentamendment eliminating the Supermajority Voting Requirements marked with bold, underlined text and deletions contemplated thereby indicated by strike-out text.
If the Exculpation Amendmentamendment eliminating the Supermajority Voting Requirements is approved by our stockholders, then the Exculpation Amendmentamendment will, unless otherwise determined by the Board in its sole discretion to abandon the Exculpation Amendment,amendment, become effective upon the filing of the SecondThird Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which filing is expected to occur as soon as reasonably practicable after the Annual Meeting. If the Exculpation Amendmentamendment eliminating the Supermajority Voting Requirements is not approved by our stockholders, then the Current Certificate will not be amended.amended and the Supermajority Voting Requirements will remain.
Approval of the SecondThird Amended and Restated Certificate of Incorporation requires the affirmative vote of the holders of not less than 66-2/3% of the outstanding voting stock of the Company. As a result, abstentions and broker non-votes will have the same effect as a vote “against” this proposal.
Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR“FOR” the approval of the SecondThird Amended and Restated Certificate of Incorporation.
The Board recommends that stockholders vote “FOR” the approval of the SecondThird Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.eliminate the Supermajority Voting Requirements.
/ 20232024 PROXY STATEMENT 6977
The following table sets forth certain information concerning beneficial ownership of the Common Stock, as of February 27, 2023,26, 2024, by (i) each person who is known by the Company to own beneficially more than five percent (5%) of the outstanding shares of Common Stock; (ii) each officer who is listed in the Summary Compensation Table (collectively the “Named Executive Officers”) and each director and director nominee; and (iii) all current directors and executive officers as a group.
Unless otherwise indicated, to the Company’s knowledge, the persons included in the table below have sole voting and investment power with respect to all the shares of Common Stock beneficially owned by them, subject to applicable community property laws. The number of shares beneficially owned by a person includes RSUs that are (i) scheduled to vest within 60 days after February 27, 2023,26, 2024, (ii) vested but deferred (and payable on a specified date or separation from service with the Company), or (iii) vested but unsettled due to the Director’s or officer’s eligibility for either normal retirement or early retirement pursuant to the award agreement under which the award was granted. These shares are also deemed outstanding for the purpose of computing the percentage of outstanding shares owned by the person. These shares are not deemed outstanding for the purpose of computing the percentage ownership of any other person. On February 27, 2023,26, 2024, there were 24,258,33823,503,841 shares of Common Stock outstanding.
(i) Name / Address | Shares Beneficially Owned | Percentage of Shares Outstanding |
BlackRock, Inc.(1) 55 East 52nd Street, New York, NY 10055 | 4,162,864 | 17.16% |
The Vanguard Group, Inc.(2) 100 Vanguard Boulevard, Malvern, PA 19355 | 2,747,763 | 11.33% |
Dimensional Fund Advisors LP(3) 6300 Bee Cave Road, Building One, Austin, TX 78746 | 1,879,166 | 7.75% |
(ii) Name | Position |
|
|
Judy R. McReynolds(4,5) | Chairman, President and CEO | 119,175 | * |
Salvatore A. Abbate(4) | Director | - | * |
Eduardo F. Conrado(4) | Director | 22,967 | * |
Fredrik J. Eliasson(4) | Director | 12,867 | * |
Michael P. Hogan(4) | Director | 23,738 | * |
Kathleen D. McElligott(4) | Director | 22,500 | * |
Craig E. Philip(4) | Director | 33,400 | * |
Steven L. Spinner(4) | Director | 9,567 | * |
Janice E. Stipp(4) | Director | 19,567 | * |
Dennis L. Anderson II(4) | Chief Customer Officer | 12,415 | * |
David R. Cobb(4,6) | Chief Financial Officer | 55,272 | * |
Daniel E. Loe(4) | Chief Yield Officer and President — Asset-Light Logistics | - | * |
Michael E. Newcity(4) | Senior Vice President–Chief Innovation Officer and ArcBest Technologies President | 9,320 | * |
Seth Runser(4) | ABF Freight President | 3,144 | * |
(iii) All Current Directors and Executive Officers as a Group (18 total) (7) | 403,143 | 1.65% | |
| (i) Name / Address | Shares Beneficially Owned | Percentage of Shares Outstanding | ||
| BlackRock, Inc.(1) 55 East 52nd Street, New York, NY 10055 | 3,767,090 | 16.03% | ||
| The Vanguard Group, Inc.(2) 100 Vanguard Boulevard, Malvern, PA 19355 | 2,619,194 | 11.14% | ||
| Dimensional Fund Advisors LP(3) 6300 Bee Cave Road, Building One, Austin, TX 78746 | 1,728,475 | 7.35% |
| (ii) Name | Position | |||||
| Judy R. McReynolds(4,5) | Chairman, President and CEO | 95,479 | * | |||
| Salvatore A. Abbate(4) | Director | - | * | |||
| Eduardo F. Conrado(4) | Director | 23,100 | * | |||
| Fredrik J. Eliasson(4) | Director | 13,000 | * | |||
| Michael P. Hogan(4) | Director | 23,871 | * | |||
| Kathleen D. McElligott(4) | Director | 17,500 | * | |||
| Craig E. Philip(4) | Director | 24,500 | * | |||
| Steven L. Spinner(4) | Director | 4,300 | * | |||
| Janice E. Stipp(4) | Director | 16,310 | * | |||
| Dennis L. Anderson II(4) | Chief Strategy Officer | 7,163 | * | |||
| J. Matthew Beasley(4) | Chief Financial Officer | 1,258 | * | |||
| David R. Cobb(4,6) | Former Chief Financial Officer | 32,994 | * | |||
| Michael E. Newcity(4) | Senior Vice President–Chief Innovation Officer and ArcBest Technologies President | - | * | |||
| Seth Runser(4) | ABF Freight President | - | * | |||
| (iii) All Current Directors and Executive Officers as a Group (17 total)(7) | 277,783 | 1.18% | ||||
/ 20232024 PROXY STATEMENT 7078
| * | Less than 1% |
| (1) | Based on information contained in Amendment No. 1 to Schedule 13G filed with the SEC by BlackRock, Inc. on January |
| (2) | Based on information contained in Amendment No. |
| (3) | Based on information contained in Amendment No. |
| (4) | Includes RSUs that are (i) scheduled to vest within 60 days after February |
As of February | ||
McReynolds |
| 52,502 |
Abbate | - | |
Conrado |
| 19,500 |
Eliasson |
| 1,300 |
Hogan |
| 3,800 |
McElligott |
| 2,900 |
Philip |
| - |
Spinner |
| - |
Stipp |
| - |
Anderson | - | |
|
| - |
|
| 17,833 |
Newcity | - | |
Runser | - |
(5) | Includes |
| (6)
| Mr. Cobb retired from the Company in October 2023 and is no longer affiliated with the Company. Accordingly, his RSUs that were not already vested at the time of his retirement, as a result of his early retirement eligibility, were forfeited. The amount included in the table above is based on information provided by Mr. Cobb as of December 31, 2023. |
| (7) | Includes |
The Company’s executive officers, Directors and persons who own more than 10% of a registered class of the Company’s equity securities are required by Section 16(a) of the Exchange Act to file reports of ownership and changes of ownership with the SEC. The SEC’s rules require such persons to furnish the Company with copies of all Section 16(a) reports that are filed on their behalf. Based on a review of the reports submitted by the Company, the Company believes that the applicable Section16(a) reporting requirements were complied with for all transactions which occurred in 2022.2023.
The Company has not received any information from 10% stockholders indicating that they have not complied with filing requirements.
/ 20232024 PROXY STATEMENT 7179
The 20232024 Annual Meeting will be held on April 26, 2023,2024, at 8:00 a.m. CDT at the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916. Stockholders attending in person will have the opportunity to ask questions during the meeting and vote during the open poll portion of the meeting. The question period of the Annual Meeting will be open for up to 20 minutes for stockholder questions to be answered by Company personnel during the meeting. In preparing questions, please note that we will only address questions that are germane to the matters being voted on at our Annual Meeting.
To obtain directions to attend the Annual Meeting and to 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.
We are pleased to furnish proxy materials to our stockholders electronically, rather than mailing individual printed copies of those materials. Electronic delivery makes our annual meeting more environmentally friendly and reduces printing and distribution costs. Accordingly, on or about [●], 2023,March 15, 2024, we began mailing a Notice of Internet Availability to stockholders entitled to vote at the Annual Meeting containing instructions on how you may access and review the proxy materials and how to cast your vote online as well as instructions on how to obtain paper copies of our materials. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. There is no charge to you for requesting a copy. If you would like to receive an extra copy of the Annual Report or this Proxy Statement, we will send a copy to you by mail upon request. To submit a materials request, visit our website at www.arcb.com/investor-relations/materials-request-form or call our toll-free telephone number 800-961-9744. Each document is also available in digital form for download or review in the “Investors—Annual Reports” section of our website at www.arcb.com.
The Board has fixed the close of business on February 27, 2023,26, 2024, as the record date for the 20232024 Annual Meeting. Only stockholders of record on that date are entitled to notice of and to vote at the meeting or any adjournment(s) or postponement(s) thereof. Stockholders may contact us at invrel@arcb.com, up to 10 days prior to the Annual Meeting to inspect the list of stockholders.
Stockholders of Record. If you are a registered stockholder, you may vote your shares of the Company’s Common Stock by proxy or during the meeting. To vote in advance of the Annual Meeting, either: (i) visit www.proxyvote.com to submit your proxy online; (ii) call 1-800-690-6903 to submit your proxy by telephone through an automated system; or (iii) mail a signed and dated proxy card in the envelope provided if you requested paper materials.
Beneficial Holders. If you hold your shares in “street name,” you will receive instructions from your broker or other nominee describing how to vote your shares. If you do not provide voting instructions, the entity that ownsholds your shares will only be permitted to vote your shares on Proposal IVIII (Ratification of the Independent Auditor). Your broker cannot vote on Proposal I (Election of Directors), Proposal II (Advisory Vote to Approve Executive Compensation), Proposal III (Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation), or Proposal VIV (Amendment of Restated Certificate of Incorporation) without your instructions. This is called a “broker non-vote.”
If you vote by Internet or telephone or submit a properly signed and dated proxy card, the individuals designated by the Board will vote your shares in accordance with your instructions. If you do not vote or return your proxy card, your shares cannot be voted by proxy. If you return a signed proxy card that does not provide complete voting instructions, your shares will be voted as recommended by the Board. Your proxy also confers discretionary authority to the proxy holders to vote on any other matter not presently known to the Company that may properly come before the meeting.
Guests.Guests may attend the Annual Meeting in person without advanced registration. Guests will not be entitled to ask questions or vote during the Annual Meeting.
/ 20232024 PROXY STATEMENT 7280
Registered stockholders may revoke their proxy at any time before the shares are voted at the 20232024 Annual Meeting by: (i)timely submitting new voting instructions by Internet, by telephone voting system or by delivering a valid, duly executed proxy card bearing a later date; (ii) voting during the 20232024 Annual Meeting before the open poll portion of the Annual Meeting closes; however, attending the meeting without voting will not revoke any previously submitted proxy; or (iii) delivering written notice of revocation to the Corporate Secretary of the Company at 8401 McClure Drive, Fort Smith, Arkansas 72916, by 5:00 p.m. (CDT), on or before April 25, 2023.2024. Beneficial stockholders may change their votes by submitting new voting instructions to their bank, broker or other nominee in accordance with that entity’s procedures.
On the record date, there were 24,258,33823,503,841 shares of ArcBest Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote. Cumulative voting is not allowed. The holders in person or by proxy of a majority of the total number of shares of Common Stock will constitute a quorum for purposes of the 20232024 Annual Meeting. If there is not a quorum at the meeting (either in person or represented by proxy), the holders of a majority of the shares entitled to vote who are represented in person or by proxy may adjourn the meeting from time to time, until a quorum is present. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting. Votes are tabulated by the inspector of elections, Carideo Group.
Proposal | Vote Required to Pass | Effect of Abstentions and Broker Non-Votes | ||
Proposal I (Election of Directors) | A nominee is elected by a | None | ||
Proposal II (Advisory Vote to Approve Executive Compensation) | 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 | An abstention will have the same effect as a vote “against” this proposal. Broker non-votes will not affect the outcome of the vote. | ||
Proposal III |
|
| ||
| The affirmative vote by the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote | An abstention will have the same effect as a vote “against” the proposal. There should not be any broker non-votes. | ||
Proposal | The affirmative vote of the holders of not less than 66 2/3% of the outstanding | An abstention or broker non-vote will have the same effect as a vote “against” this proposal. |
| * | A majority of votes cast means that the number of shares voted “for” a director nominee’s election must exceed the number of shares voted “against” it. |
Unless otherwise instructed, or unless authority to vote is withheld, shares represented by proxy will be voted for the election of each of the director nominees; for the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; for the approval, on an advisory basis, of the frequency of holding future advisory votes on the compensation of the Company’s Named Executive Officers; for the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023;2024; and for the amendmentapproval of the Company’sAmendment of the Second Amended and Restated Certificate of Incorporation to updateeliminate the exculpation provision.supermajority voting requirements.
/ 20232024 PROXY STATEMENT 7381
Neither the Company nor the Board knows of any matters that will be presented for action at the 20232024 Annual Meeting other than those described above and matters incident to the conduct of the meeting. If, however, any other matters not presently known to the Company or the Board should come before the 20232024 Annual Meeting, it is intended that the shares represented by the accompanying proxy will be voted on such matters in accordance with the discretion of the holders of such proxy.
Proxies may be solicited by Directors, officers or employees of the Company or its subsidiaries in person, by telephone, electronic communication or other means. However, no payment will be made to any of them for their solicitation activities. The costs of solicitation, including the standard charges and expenses of banks, brokerage houses, other institutions, nominees and fiduciaries for preparing, assembling and forwarding proxy materials to and obtaining proxies from beneficial owners of shares held of record by such persons, will be borne by the Company. We have engaged Alliance Advisors LLC (“Alliance Advisors”) to assist with the solicitation of proxies for an estimated fee of $15,000 plus reimbursement of expenses. We have agreed to indemnify Alliance Advisors against potential certain liabilities arising out of our agreement with Alliance Advisors.
ArcBest Corporation stockholders may communicate with the Board, or any individual member of the Board, by sending the communication as follows:
Board of Directors (or Individual Member’s Name)
c/o Corporate Secretary
ArcBest Corporation
P.O. Box 10048
Fort Smith, AR 72917-0048
Communications addressed to the Board will be sent to the Chairman of the Board.
All communications to the Board, or an individual member, will be opened and reviewed by the Corporate Secretary prior to forwarding to the Board or individual member of the Board. This review will facilitate a timely review of any matters contained in the communication if, for any reason, the Board member is unavailable to timely review the communication. We reserve the right not to forward any abusive, threatening or otherwise inappropriate materials.
We encourage you to help us conserve natural resources and reduce printing and mailing costs by signing up to receive your stockholder communications electronically via email. With electronic delivery, you will be notified by email as soon as future annual reports and proxy statements are available via the internet, and you can submit your stockholder votes online or by telephone. Your electronic delivery enrollment will be effective until you cancel it. To sign up for electronic delivery:
Stockholders of Record: visit www.shareowneronline.com and log into your account to enroll.
Beneficial Holders: contact your broker, bank, trustee or nominee to request instructions for how to enroll.
| ■ | Stockholders of Record: visit www.shareowneronline.com and log into your account to enroll. |
| ■ | Beneficial Holders: contact your broker, bank, trustee or nominee to request instructions for how to enroll. |
Proposals for inclusion in the proxy statement. Pursuant to Rule 14a-8 under the Exchange Act, any stockholder who intends to present a proposal at the 20242025 Annual Meeting and wishes to have that proposal included in the Company’s proxy statement and proxy related to the 20242025 Annual Meeting must deliver such proposal to the Company no later than the close of business on November 18, 2023.15, 2024. Proposals should be addressed to Corporate Secretary, ArcBest Corporation, 8401 McClure Drive, Fort Smith, Arkansas 72916. In order to prevent controversy about the date of receipt of a proposal, which must be no later
/ 2024 PROXY STATEMENT 82
than the close of business on November 18, 2023,15, 2024, the Company strongly recommends that any stockholder wishing to present a proposal submit the proposal by certified
/ 2023 PROXY STATEMENT 74
mail, return receipt requested. Such proposals must meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy statement for the 20242025 Annual Meeting.
In addition, pursuant
Proposals or nominations not for inclusion in the proxy statement. Pursuant to the advanced notice procedure in the Company’s bylaws, stockholders who intend to submit a proposal regarding a director nomination or other matter of business at the 20242025 Annual Meeting, and who do not intend to have such proposal included in the Company’s proxy statement pursuant to Rule 14a-8 discussed above, must submit a written notice (“stockholder notice”) that must be received by the Corporate Secretary at the address set forth above no earlier than the close of business on December 28, 2023,27, 2024, and no later than the close of business on January 27, 2024.26, 2025. In the event that the date of the 20242025 Annual Meeting is more than 30 days before or more than 60 days after the anniversary date of the 20232024 Annual Meeting, to be timely received, the proposal must be received by the Corporate Secretary of the Company not less than 100 days nor more than 120 days prior to the date of the 20242025 Annual Meeting, andMeeting; provided, however, in the event that the first public announcement of the date of the 20242025 Annual Meeting is less than 100 days prior to the date of such meeting, the proposal must be received by the Corporate Secretary of the Company by the 10th10th day following the date of the public announcement. Such stockholder notices must set forth the information specified in the Company’s bylaws. For information regarding the required information in the stockholder notice, contact the Corporate Secretary’s office at info@arcb.com or 479-785-6000.
In addition to satisfying the requirements in the Company’s bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Exchange Act Rule 14a-19 no later than February 26, 2024.25, 2025.
Certain stockholders sharing an address may have received only one copy of the Company’s proxy materials. The Company will promptly deliver, upon oral or written request, a separate copy of this Proxy Statement and the 20222023 Annual Report to a stockholder at a shared address to which only a single copy of such documents was delivered. Separate copies may be requested by contacting your broker, bank or other holder of record or by contacting the Company at the following address or telephone number:
ArcBest Corporation
Attention: Vice President–Investor Relations
P.O. Box 10048
Fort Smith, Arkansas 72917-0048
Telephone: 479-785-6000
If you want to receive separate copies of the Company’s Annual Report and Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you can make these requests through the following sources:
Stockholders of record should contact the Company’s Corporate Secretary in writing at ArcBest Corporation, P.O. Box10048, Fort Smith, Arkansas 72917-0048 or by telephone at 479-785-6000.
Stockholders who are beneficial owners should contact their bank, broker or other nominee record holder or contact Broadridge in writing at Broadridge, Attention: Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by telephone at 866-540-7095.
Your vote is important. Whether or not you plan to attend the meeting, we hope you will vote promptly:
by Internet, by telephone or by signing, dating and returning a proxy card.
| Your vote is important. Whether or not you plan to attend the meeting, we hope you will vote promptly: by Internet, by telephone or by signing, dating and returning a proxy card. |
 | ||
| Fort Smith, Arkansas Date: | MICHAEL R. JOHNS | |
| Date: March 15, 2024 | Chief Legal Officer and Corporate Secretary |
/ 2024 PROXY STATEMENT 83
The proposed SecondThird Amended and Restated Certificate of Incorporation contemplated by Proposal V.IV is copied below. Additions contemplated by the Exculpation Amendmentamendment eliminating the Supermajority Voting Requirements are indicated by bold, underlined text and deletions contemplated thereby are indicated by strike-out text. The full text of the Company’s currently applicable RestatedCurrent Certificate of Incorporation was filed as an exhibit to the Company’s AnnualQuarterly Report on Form 10-K10-Q filed with the Securities and Exchange Commission on February 28, 2019,May 5, 2023.
Third Amended and the full text of the Company’s currently applicable Certificate of Amendment to the Restated
Certificate of Incorporation was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2009.
Second Amended and Restated
Certificate of Incorporation
of ArcBest Corporation
ArcBest Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
The name of the Corporation is ArcBest Corporation. The Corporation was originally incorporated under the name Best Holding Corporation pursuant to the original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware on August 23, 1988.
| 1. | The name of the Corporation is ArcBest Corporation. The Corporation was originally incorporated under the name Best Holding Corporation pursuant to the original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware on August 23, 1988. |
| 2. | The Original Certificate of Incorporation was amended and restated by the Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on March 16, 1992, whereby the Corporation changed its name from Best Holding Corporation to Arkansas Best Corporation, as amended by (a) Certificate of Amendment to the Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 24, 2009 and (b) a Certificate of Ownership and Merger Merging ArcBest Corporation with Arkansas Best Corporation, which included a change of the Corporation’s name from Arkansas Best Corporation to ArcBest Corporation, as filed with the Secretary of State of the State of Delaware on April 30, 2014 and effective as of May 1, 2014. |
| 3. | The Second Amended and Restated Certificate of Incorporation of the Corporation (the “Second Amended and Restated Certificate of Incorporation”) was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) and by the stockholders of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and filed with Secretary of State of the State of Delaware on May 1, 2023. |
| 4. | This Third Amended and Restated Certificate of Incorporation of the Corporation (this “Certificate of Incorporation”) was duly adopted by the Board of Directors and by the stockholders of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware; and |
| 5. | This Certificate of Incorporation amends and restates the Second Amended and Restated Certificate of Incorporation to read in its entirety as follows: |
The Original Certificate of Incorporation was amended and restated by the Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on March 16, 1992, whereby the Corporation changed its named from Best Holding Corporation to Arkansas Best Corporation, as amended by (a) a Certificate of Amendment to the Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 24, 2009, and (b) a Certificate of Ownership and Merger Merging ArcBest Corporation with Arkansas Best Corporation, which included a change of the Corporation’s name from Arkansas Best Corporation to ArcBest Corporation, as filed with the Secretary of State of the State of Delaware on April 30, 2014, and effective as of May 1, 2014 (as amended, the “Restated Certificate of Incorporation”).
This Second Amended and Restated Certificate of Incorporation of the Corporation (this “Certificate of Incorporation”) was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) and by the stockholders of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware; and
This Certificate of Incorporation amends and restates the Restated Certificate of Incorporation to read in its entirety as follows:
ARTICLE I
The name of the Corporation is ArcBest Corporation.
ARTICLE II
The name of the Corporation’s registered agent and the address of its registered office in the State of Delaware is The Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, New Castle County, 19808.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
| A. | The total number of shares of capital stock which the Corporation shall have the authority to issue is eighty million (80,000,000) consisting of (a) ten million (10,000,000) shares of Preferred Stock, $0.01 par value per share, and (b) seventy million (70,000,000) shares |
/ 2024 PROXY STATEMENT 84
The total number of shares of capital stock which the Corporation shall have the authority to issue is eighty million (80,000,000) consisting of (a) ten million (10,000,000) shares of Preferred Stock, $0.01 par value per share, and (b) seventy million (70,000,000) shares of Common Stock, $0.01 par value per share.
Designations, etc. of Preferred Stock.
Shares of Preferred Stock may be issued from time to time in one or more series, each such series to have distinctive serial designations, as shall hereafter be determined in the resolution or resolutions providing for the issue of such series from time to time adopted by the Board of Directors pursuant to the authority which is hereby vested in the Board of Directors.
| B. | Designations, etc. of Preferred Stock. |
/ 2023 PROXY STATEMENT 76
| 1. | The name of the Corporation is ArcBest Corporation. The Corporation was originally incorporated under the name Best Holding Corporation pursuant to the original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware on August 23, 1988. | |
| 2. | Each series of Preferred Stock: |
| (i) | may have such number of shares; | ||
| (ii) | may have such voting power, full or limited, or may be without voting power; | ||
| (iii) | may be subject to redemption at such time or times and at such prices; | ||
| (iv) | may be entitled to receive dividends (which may be cumulative or noncumulative), payable in cash, securities or property, at such rate or rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable in any other class or classes or series of stock; | ||
| (v) | may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation at such price or prices or at such rates of exchange, and with such adjustments; | ||
| (vi) | may be entitled to the benefit of a sinking fund or purchase fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; | ||
| (vii) | may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption, or other acquisition by the Corporation or any subsidiary, of any outstanding stock of the Corporation, or of other affirmative or negative covenants; | ||
| (viii) | may have certain rights in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and relative rights of priority of payment of shares of that series; and | ||
| (ix) | may have such other relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof; all as shall be stated in a resolution or resolutions providing for the issue of such Preferred Stock. Except where otherwise set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock, the number of shares comprising such series may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board of Directors. |
Each series of Preferred Stock:
may have such number of shares;
may have such voting power, full or limited, or may be without voting power;
may be subject to redemption at such time or times and at such prices;
may be entitled to receive dividends (which may be cumulative or noncumulative), payable in cash, securities or property, at such rate or rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable in any other class or classes or series of stock;
may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation at such price or prices or at such rates of exchange, and with such adjustments;
may be entitled to the benefit of a sinking fund or purchase fund to be applied to the purchase or redemption of shares of such series in such amount or amounts;
may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption, or other acquisition by the Corporation or any subsidiary, of any outstanding stock of the Corporation, or of other affirmative or negative covenants;
may have certain rights in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and relative rights of priority of payment of shares of that series; and
may have such other relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof; all as shall be stated in a resolution or resolutions providing for the issue of such Preferred Stock. Except where otherwise set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock, the number of shares comprising such series may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board of Directors.
ARTICLE V
In furtherance and not limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to alter, amend or repeal the bylaws of the Corporation or to adopt new bylaws.
ARTICLE VI
A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director or officer,, except for liability (i)(1) for any breach of the director’sor officer’s duty of loyalty to the Corporation or its stockholders, (ii)(2) for acts or omissionsany act or omission not in good faith or which involveinvolves intentional misconduct or a knowing violation of law, (iii) (3) with respect to any director, under Section 174 of the Delaware General Corporation Law, or (iv)(4) for any transaction from which the director or officer derived any improper personal benefit,, or (v)(5) with respect to any officer, in any action by or in right of the Corporation.Corporation. If the Delaware General Corporation Law is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors or officers,, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any amendment, repeal or modificationelimination of the foregoing paragraph by the stockholders of the Corporation shall be prospective only and shall not adverselyaffect any right or protectionlimitation on liability of a director or officer of the Corporation existingfor acts or omissions occurring before such amendment, repeal or elimination unless the provision provides otherwise at the time of such repeal or modificationact or omissionomission.
/. 2024 PROXY STATEMENT 85
ARTICLE VII
The number of Directors constituting the Board of Directors shall be as set forth in or pursuant to the Bylaws of the Corporation. At the 2010 annual meeting of stockholders of the Corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2011 annual meeting of stockholders (which number of directors shall be approximately one-third of the total number of directors of the Corporation); at the 2011 annual meeting of stockholders of the Corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2012 annual meeting of stockholders (which number of directors shall be approximately two-thirds of the total number of directors of the Corporation); and at the 2012 annual meeting of stockholders, and each annual meeting of stockholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of stockholders.
| 1. | Right to Indemnification. |
| Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action or omission in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph 2 of this Article with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if required by the Delaware General Corporation Law, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Article or otherwise. | |
| 2. | Right of Indemnitee to Bring Suit. |
| If a claim under paragraph 1 of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. | |
| Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation. | |
| 3. | Non-Exclusivity of Rights. |
| The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. |
/ 20232024 PROXY STATEMENT 7786
ARTICLE VIII
Right to Indemnification.
Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action or omission in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph 2 of this Article with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if required by the Delaware General Corporation Law, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Article or otherwise.
Right of Indemnitee to Bring Suit.
If a claim under paragraph 1 of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law.
Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.
Non-Exclusivity of Rights.
The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Insurance.
The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
| 4. | Insurance. |
| The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. | |
| 5. | Indemnity of Employees and Agents of the Corporation. |
| The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Delaware General Corporation Law with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. |
/ 2023 PROXY STATEMENT 78
Indemnity of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Delaware General Corporation Law with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
ARTICLE IX
No stockholder of the Corporation shall by reason of his holding shares of any class of its capital stock have any preemptive or preferential right to purchase or subscribe for any shares of any class of the Corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying warrants, rights or options to purchase shares of any class or any other security, now or hereafter to be authorized, whether or not the issuance of any such shares or such notes, debentures, bonds or other securities would adversely affect the dividend, voting or any other rights of such stockholder; and the Board of Directors may issue shares of any class of stock of the Corporation, or any notes, debentures, bonds or other securities convertible into or carrying warrants, rights or options to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing holders of any class of stock of the Corporation.
ARTICLE X
Cumulative voting for the election of Directors shall not be permitted.
ARTICLE XI
The affirmative vote of the holders of not less than 66-2/3%a majority of the outstanding voting stock of the Corporation shall be required for the approval or authorization of any (i)(1) merger or consolidation of the Corporation with or into any other corporation, (ii)(2) sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation to or with any other corporation, person or other entity, (iii)(3) dissolution of the Corporation or (iv)(4) amendment of the Articles of Incorporation of the Corporation.
ARTICLE XII
No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.
IN WITNESS WHEREOF, this SecondThird Amended and Restated Certificate of Incorporation has been signed this [_____][] day of [__________][], 202[___].2024.
ARCBEST CORPORATION
By:
Name: Judy R. McReynolds
Title: Chairman, President and Chief Executive Officer
and Principal Executive Officer
/ 2024 PROXY STATEMENT 87
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/ 2023 PROXY STATEMENT 79
PRELIMINARY PROXY CARD—SUBJECT TO COMPLETION
