ARCB ArcBest Corporation

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Our Values

Creativity

Integrity

Collaboration

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We create
solutions

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We do the
right thing

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We work
together

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Growth

Excellence

Wellness

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We grow our people
and our business

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We exceed
expectations

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We embrace
total health

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Judy R. McReynolds
ArcBest Chairman &
Chief Executive Officer
March 14, 2025

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“Our teams remain focused on serving customers with excellence. In turn, our customers recognize they can rely on the premium services ArcBest delivers.”

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$4.2B

TOTAL REVENUE FROM

CONTINUING OPERATIONS

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$7.28

EARNINGS PER DILUTED SHARE

FROM CONTINUING OPERATIONS
IN 2024

Dear ArcBest Stockholders,

In a year of market challenges and uncertainty, ArcBest’s long-term strategy — powered by our people, technology and integrated solutions — once again proved to be a significant strength. In 2024, despite headwinds, we maintained our leadership position in supply chain logistics, achieved customer growth, and introduced award-winning innovations that position ArcBest for continued growth and success.

Our teams remain focused on serving customers with excellence. In turn, our customers recognize they can rely on the premium services ArcBest delivers. We are proud to share that ABF Freight^® was once again recognized by Mastio for exceeding the industry benchmark standard, and MoLo^® was named a Top 3PL by Food Logistics. We are committed to delivering outstanding service to help our customers achieve their goals and will continue investing in solutions to support current and future customers.

Innovation is key to our strategy, and we’re developing solutions focused on meeting customers’ needs, enhancing employee efficiency and ensuring ArcBest is future-ready. This past year, we made significant advancements with improved shipment visibility and ETA calculation accuracy. We initiated the beta testing of ArcBest View™, our new digital platform, and we continued to responsibly and ethically leverage advanced technologies to improve efficiencies and enhance our operations and service. We also introduced Vaux Smart Autonomy™, our groundbreaking autonomous material handling technology.

One of our top priorities is investing in our team members. We continued to oversee robust talent development programs to ensure we retain and prepare our employees for the demands of the future. We stay connected with employees and benefit from their insights and suggestions through our annual engagement survey, which in 2024 had 81% participation from our non-contractual workforce, with 80% favorability overall.

The Board values stockholder feedback. In 2024, members of the ArcBest Board and management team engaged with investors representing 37% of shares outstanding to discuss our strategy, corporate governance, executive compensation and sustainability progress. In February 2025, the Board amended the Company’s bylaws to adopt a proxy access bylaw, providing stockholders a meaningful way to nominate candidates for election to the Board.

The Board also amended ArcBest’s Code of Conduct to expand our commitment to maintaining and promoting fundamental human rights and our ethics policies, underscoring the seriousness with which the Board takes its oversight responsibilities.  

As we look ahead, we remain steadfast in our mission to connect and positively impact the world through solving logistics challenges and advancing our strategic pillars of growth, efficiency and innovation.

On behalf of the Board of Directors and our 14,000 team members, thank you for your continued trust and support in ArcBest as we work to deliver long-term stockholder value. We respectfully ask for your support in voting for the proposals listed in the enclosed proxy statement.

Sincerely,

Environmental
Sustainability

2024 was another year of steady progress for sustainability at ArcBest, with transparency and accountability remaining a priority.

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Equipment

One of the primary ways we drive efficiency and sustainability in our ABF Freight LTL operations is by maintaining a young fleet with modern features. In 2024, we replaced more than 700 older trucks with new Class 7 and 8 trucks, improving overall fuel efficiency and reducing GHG emissions. We also expanded our electric fleet with additional forklifts and yard tractors.

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Facilities

We made progress on our multi-year Facility Enhancement and Growth Roadmap, with more than 30 additional remodels and renovations of service centers. Upgrades include LED light replacements to reduce electricity consumption and more efficient fixtures to reduce water use, while improving safety and comfort for employees at these locations.

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Reporting and Monitoring

We completed the first two phases of implementation for Salesforce Net Zero Cloud, to help us further develop our greenhouse gas (GHG) emissions calculations, management and disclosures. After completing the Supplier Leadership on Climate Transition (SLoCT) course focused on Scope 3 GHG emissions in 2023, our Manager of Sustainability is taking part in the SLoCT course on target setting, which will be completed in early 2025. Each course provides expert training, insights and resources enabling us to progress in our sustainability journey.

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Events and Initiatives

In 2024, we continued our support of environmentally friendly practices through recycling and composting initiatives at a number of company events and our second annual Earth Day campus clean-up event at our two main campuses in Fort Smith, Arkansas

IMPROVED TRUCK FLEET WITH OVER 700 NEW CLASS 7 & 8 TRUCKS

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

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COMPLETED 30+ REMODELS AND RENOVATIONS

AT ABF SERVICE CENTERS

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Training and
Employee
Development

Throughout the year, we continued our commitment towards continuous learning and professional development.

Employee Training

Our online courses, live webinars and in-person sessions culminated in over 100,000 enrollments in training topics covering both job-specific skills and essential soft skills. Our commitment to excellence in training was acknowledged once again, with our 15^th year on Training Magazine’s Training APEX awards list. In celebration of the 40-year anniversary of the ABF Quality Process, our training team provided over 15,000 hours of focused training to ensure our employees are equipped to effectively identify, fix and eliminate problems through our “5 Step Problem Elimination Process.”

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Leadership Development

Our leadership development programs nurtured over 200 employees through instructor-guided training sessions designed to enhance leadership and management capabilities. These programs support individual learning and align with our performance and succession planning processes to identify and develop future leaders at all levels.

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100,000+ COURSE ENROLLMENTS

ACROSS THE ORGANIZATION

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

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OVER $200,000 IN EDUCATIONAL ASSISTANCE

FOR EMPLOYEES

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Education Assistance Program

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

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Belonging

We remain committed to creating an inclusive environment where every culture, perspective and experience is valued. We believe that by investing in wellness and development programs, we enable our employees to realize their full potential and deliver innovative solutions.

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Our employee resource groups (ERGs) continued to provide spaces for employee networking, mentorship and learning. Our ERGs, which are open to all employees, hosted a variety of events both in-person and virtually, totaling over 133 opportunities for connection – from volunteer opportunities to professional development and networking events.

ArcBest also led proactive and strategic initiatives to engage a variety of talent pools in 2024 including a Company record 47 recruiting and career events at campuses including the University of Arkansas Pine Bluff and Texas A&M University, as well as programs such as military briefings and career fairs for returning civilians.

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NEARLY 1,000 MEMBERSHIPS ACROSS EMPLOYEE NETWORKS

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COMPANY RECORD NUMBER OF CAREER EVENTS ATTENDED

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Philanthropy

In 2024, we continued supporting our three philanthropy pillars with strategic initiatives aimed at positively impacting the places where we live, work and operate.

■ Community — Supported communities across the country by partnering with disaster relief organizations and participating in community wellness initiatives including Diversified Foods, Inc., Toys for Tots, and Almost Home Shelter and Rescue.

■ Education — Continued participating in education programs, such as the Fort Smith Public Schools mentorship program. We also hosted events focused on safety and spreading awareness on STEM careers, such as our “Touch a Truck Event” and “ABTech School Days.”

■ People — Contributed to the wellbeing of people with unique needs through several safety, health and wellness events and philanthropic initiatives, including the 2024 Truck Convoy for Special Olympics Arkansas and the annual Safety Drive for a Cure. Our employees also raised funds for donation to Make-A-Wish^® Foundation, dedicated to granting life-changing wishes for children with critical illnesses, impacting the lives of families in Arkansas, Missouri, Ohio, Texas and Illinois.

Our efforts to make a positive impact across the country continue to expand, reaching an increasing number of towns and cities.

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OVER 180 ORGANIZATIONS
IMPACTED BY TOTAL PHILANTHROPIC GIVING

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AWARDED SCHOLARSHIPS TO STUDENTS THROUGH EMPLOYEE DEPENDENT SCHOLARSHIP PROGRAM

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

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DATE & TIME

April 25, 2025 at 7:30 a.m. Central Daylight Time

LOCATION

ArcBest Headquarters
8401 McClure Drive
Fort Smith, Arkansas 72916

RECORD DATE

Stockholders of record at the close of business
February 24, 2025

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HOW TO VOTE:
Please refer to the following proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

BY INTERNET

www.proxyvote.com

BY PHONE

1-800-690-6903

(automated line)

BY MAIL

If you received paper copies of your proxy materials, sign, date and return the proxy card in the postage-paid envelope provided.

IN PERSON

You can attend the Annual Meeting in person and vote, even if you gave a proxy in advance.

TO THE STOCKHOLDERS OF ARCBEST CORPORATION:

You are cordially invited to attend the Annual Meeting of Stockholders of ArcBest Corporation (the “Company”) on April 25, 2025, at 7:30 a.m. (CDT). You may attend in person at the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916. To obtain directions to attend the Annual Meeting and vote in person, contact the Company’s Investor Relations Department at toll-free telephone number 800-961-9744, email address invrel@arcb.com or through the Company’s website www.arcb.com.

The annual meeting is being convened for the following purposes:

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To elect nine directors for a one-year term to expire at the 2026 Annual Meeting of Stockholders;

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To conduct an advisory vote to approve executive compensation;

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To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025;

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To act upon such other matters as may properly be brought before the meeting affecting the business and affairs of the Company.

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By Order of the Board of Directors, March 14, 2025.

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Michael Johns

Chief Legal Officer and Corporate Secretary

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RECORD DATE; PROXIES

Only stockholders of record at the close of business February 24, 2025, are entitled to notice of and to vote at the meeting or any adjournment(s) or postponement(s) thereof. Even if you plan to attend the meeting, please follow the instructions to vote by Internet or by telephone, or complete, sign, date and return your proxy card if you received one, as promptly as possible. It is important that your shares be represented at the meeting. For more information about how to attend the annual meeting, see “Information About the Meeting” on page 81 of this Proxy Statement. If you hold your shares in “street name” through a brokerage firm or bank, then your brokerage firm or bank is responsible for voting on your behalf based on your instructions. The Board of Directors urges you to contact the person responsible for your account today and instruct them to execute a proxy considering the recommendations of the Board, which are described in this Proxy Statement. If you hold your shares in street name and you wish to personally vote at the meeting, you must obtain a legal proxy issued in your name from the broker, bank or other nominee that holds your shares. For more information on how to vote, see “Information About the Meeting.”

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 25, 2025: The Proxy Statement and 2024 Annual Report are available at www.proxyvote.com.

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If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 83 for instructions. This approach can provide information to you more conveniently, while reducing the environmental impact of our annual meeting and helping to reduce our distribution costs.

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8401 MCCLURE DRIVE / P.O. BOX 10048 / FORT SMITH, ARKANSAS 72917 / 479-785-6000

WHEN

WHERE

RECORD DATE

Friday, April 25, 2025,
at 7:30 a.m. (CDT)

At the principal offices of the
Company located at
8401 McClure Drive, Fort Smith, Arkansas 72916

February 24, 2025  

Proposal

Board Voting
Recommendation

Vote Required to Pass

Where to Find
More Information

Elect nine directors for a one-year term

FOR all nominees

A nominee is elected by a majority of the votes cast*

Page 13

Approve, on an advisory basis, the Company’s executive compensation

FOR

The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote

Page 73

Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025

FOR

The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote

Page 76

*

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.

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What’s New?

(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.

Committees

Name

Occupation

 Age 

 Director
Since 

 Independent 

 Other Public
 Directorships 

 Audit 

 Compensation 

 Nominating/Corporate
Governance 

Salvatore A. Abbate

Chief Executive Officer for Veritiv Corporation

56

Jan.
2023

Eduardo F. Conrado

President for Ascension

58

Nov.
2016

1

Fredrik J. Eliasson

Former Executive Vice President and Chief Financial Officer for Change Healthcare Inc.

54

Dec.
2019

1

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Michael P. Hogan

Chief Development and Strategy Officer for Earned Wealth

65

Oct.
2016

Kathleen D.
McElligott

Former Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation

69

Jul.
2015

Judy R. McReynolds
Chair

Chief Executive Officer for ArcBest

62

Jan.
2010

1

Dr. Craig E. Philip

Professor, Vanderbilt University

71

Aug.
2011

Steven L. Spinner
Lead Independent Director

Operating Partner for MidOcean Partners

65

Jul.
2011

1

Janice E. Stipp

Former Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation

65

Oct.
2012

2

Member

Chair

Audit Committee Financial Expert

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AGE

TENURE ON THE BOARD

$244.4M

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OPERATING INCOME FROM
CONTINUING OPERATIONS

$7.28

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DILUTED EARNINGS PER SHARE
FROM CONTINUING OPERATIONS

What We Do: 

What We Don’t Do:

We tie pay to performance. The majority of executive pay is at risk.

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NO tax gross-up payments for any amounts considered excess parachute payments. 

60% of the long-term incentive value granted to Named Executive Officers is contingent on the Company’s performance over a 3-year period.

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NO single-trigger payments upon a change in control.

We use three-year ratable vesting for our restricted stock units to encourage retention and a long-term perspective.

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NO excessive perquisites.

Named Executive Officers and Directors are subject to significant stock ownership requirements.

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NO hedging or pledging of Company stock.

We have caps on both the annual incentive and long-term incentive payouts.

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NO employment agreements with our Named Executive Officers.

We have a robust clawback policy that goes beyond the minimum requirements under the Nasdaq listing standards.

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NO re-pricing of stock options without stockholder approval.

We conduct annual risk assessments of our compensation plans.

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NO guaranteed bonuses.

We have an independent Compensation Committee.

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The Compensation Committee has an independent compensation consultant.

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We benchmark our compensation practices to peers with which we compete for talent.

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We proactively engage with our largest stockholders and consider their feedback.

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Who We Contacted

Who We Spoke With

Stockholders Representing

63%

of Outstanding Stock

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Stockholders Representing

37%

of Outstanding Stock

SALVATORE A. ABBATE

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Age 56

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Director

since: Jan. 2023

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INDEPENDENT

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Committees:

Key Skills and Experience:

Career Highlights:

Board Experience:

Education:

EDUARDO F. CONRADO

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Age 58

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Director

since: Nov. 2016

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INDEPENDENT

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Committees:

Key Skills and Experience:

Career Highlights:

Board Experience:

Education:

FREDRIK J. ELIASSON

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Age 54

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Director

since: Dec. 2019

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INDEPENDENT

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Committees:

Key Skills and Experience:

Career Highlights:

Board Experience:

Education:

MICHAEL P. HOGAN

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Age 65

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Director

since: Oct. 2016

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INDEPENDENT

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Committees:

Key Skills and Experience:

Career Highlights:

Education:

KATHLEEN D. MCELLIGOTT

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Age 69

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Director

since: Jul. 2015

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INDEPENDENT

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Committees:

Key Skills and Experience:

Career Highlights:

Board Experience:

Education:

JUDY R. MCREYNOLDS

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Age 62

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Director

since: Jan. 2010

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Chairman of the
Board since: 2016

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Committees:

Key Skills and Experience:

Career Highlights:

■  President (2010 – 2024)

Board Experience:

Education:

Select Awards

■  Women Business Collaborative’s Women CEOs in America list (2023)

DR. CRAIG E. PHILIP

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Age 71

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Director

since: Aug. 2011

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INDEPENDENT

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Committees:

Key Skills and Experience:

Career Highlights:

Board Experience:

(Research Non-Profit)

    ■ Marine Board (2016 – 2024) (Chairman         2022-2024)                    

■ Executive Committee (2020 – Present)

Education:

STEVEN L. SPINNER

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Age 65

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Director

since: Jul. 2011

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INDEPENDENT

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Lead Independent
Director since:

2022

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Committees:

Key Skills and Experience:

Career Highlights:

Board Experience:

Education:

JANICE E. STIPP

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Age 65

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Director

since: Oct. 2012

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INDEPENDENT

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Committees:

Key Skills and Experience:

Career Highlights:

Board Experience:

Education:

Skills/Expertise

Audit

Knowledge or experience in auditing functions, including financial audits and testing of internal controls.

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Cybersecurity

Experience in the management of information security or cybersecurity risks at companies.

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Environmental Sustainability/Corporate Social Responsibility

Knowledge or experience in the areas of environmental impact, ethics and responsibility, or strategies to develop long-term stockholder value.

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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.

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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.

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HR/Labor

Experience in the area of human capital management, human resources practices or union workforce dynamics.

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Legal/Regulatory/Government Relations

Understanding of the complex regulatory and governmental environment in which our business operates.

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Risk Management

Knowledge and experience with risk management and compliance matters relevant to our business.

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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.

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Transportation/Logistics

Knowledge or experience in or understanding of transportation, logistics, or supply chain, including the operational and economic factors that drive efficiencies and demand for services.

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Senior Executive

Experience as a Chief Executive Officer or Senior Executive at a publicly traded company.

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Corporate Governance

Demonstrated understanding of current corporate governance standards and best practices at public companies.

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Mergers and Acquisitions

Knowledge or experience in overseeing and executing strategic mergers, acquisitions and other corporate development activities as a senior executive or Board member.

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Digital Strategy/Transformation

Knowledge or experience in overseeing, managing and/or implementing enterprise-wide digital strategy or transformation initiatives.

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calling and chairing meetings of independent Directors, and setting agendas for such meetings;

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liaising between the independent Directors and the Chairman and communicating with the Chairman after each meeting of independent Directors to provide feedback;

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chairing all Board meetings where the Chairman is not present;

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reviewing, advising on, and approving Board meeting agendas and meeting schedules;

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being available for consultation and direct communication with stockholders, when appropriate; and

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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).

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Mr. Abbate is the Chief Executive Officer and a member of the Board of Directors of Veritiv Corporation. In 2024 and 2025 (through the February 24 record date), Veritiv Corporation made payments to one or more ArcBest subsidiaries for ordinary course of business transportation and other services in the aggregate amount of $759,004, which was immaterial to either companies’ revenues or operations in the last three fiscal years.

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As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2025, the Company became aware that Mr. Eliasson’s brother-in-law was a partner of Ernst & Young LLP (“EY”), the Company’s former auditor, which resulted in Mr. Eliasson not qualifying as independent. Following the Company becoming aware of this relationship, Mr. Eliasson promptly tendered his resignation as a member of the Audit Committee.  Mr. Eliasson’s brother-in-law has never worked on the audit of the Company’s financial statements or performed any other services for the Company.  Following the dismissal of EY, as further discussed in “Proposal III. Ratification of Appointment of Independent Registered Public Accounting Firm”, the Board re-assessed Mr. Eliasson’s independence and affirmatively determined that Mr. Eliasson is independent pursuant to applicable independence standards of Nasdaq.

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special training or skill;

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experience with businesses and other organizations that are similar to the Company in size and type;

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experience with or knowledge of businesses or organizations or technical expertise that is particularly relevant to the Company’s current or future business plans;

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financial expertise;

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advanced studies and certifications;

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specific industry or transportation experience; and

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personal characteristics that bring diversity to the Board.

Board of Directors

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. 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.

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Board Committees

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Audit Committee

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 exposures, including ESG-related risks, and the Company’s policies for risk assessment and risk management. The Audit Committee also fulfills oversight responsibilities related to compliance with the Company’s Code of Conduct, as well as compliance with legal and regulatory requirements.

The Board recognizes the critical importance of cybersecurity in protecting our business and is committed to maintaining a robust cybersecurity risk management program and implementing a comprehensive strategy to mitigate cybersecurity threats and vulnerabilities. The Audit Committee oversees risk management related to cybersecurity risks. For additional information regarding our cybersecurity risk management program, see Item 1C of the Company’s 2024 Annual Report.

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 Risk Management Committee, which consists of several members of senior management.

Compensation Committee

The Compensation Committee is responsible for oversight of risk relating to the Company’s compensation policies and practices for all employees and officers. In addition to regular reviews of the Company’s compensation programs, the Compensation Committee reviews the risk assessment performed by the Company’s Risk Management Committee to evaluate whether the Company’s compensation policies and practices, including our incentive plans, are reasonably likely to have a material adverse effect on the Company. For more information, see “Compensation Discussion & Analysis—Compensation Risk Assessment.”

Nominating/Corporate Governance Committee

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.

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Management

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

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Board

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Talent Review
Committee

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Management

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AUDIT COMMITTEE

Ms. Stipp (Chair),
Mr. Spinner and
Dr. Philip

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Meetings in
2024: 6

The Audit Committee assists the Board by fulfilling oversight responsibilities relating to:

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The Nominating/Corporate Governance Committee has determined that each current 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 is an audit committee financial expert as defined under applicable SEC rules.

COMPENSATION COMMITTEE

Ms. McElligott (Chair),
Messrs. Abbate,
Conrado, and Hogan

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Meetings in
2024: 5

The Compensation Committee is responsible for:

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The Nominating/Corporate Governance Committee has determined that each current 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 (Chair),
Ms. McElligott and
Messrs. Abbate and
Hogan

​

Meetings in
2024: 5

The Nominating/Corporate Governance Committee’s responsibilities include:

​

​

​

The Nominating/Corporate Governance Committee has determined that each current member of the committee is independent, as defined in applicable Nasdaq independence standards.

QUALIFIED LEGAL COMPLIANCE COMMITTEE

Ms. Stipp (Chair),
Mr. Spinner and
Dr. Philip

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

Annual Retainers (Paid in Monthly Installments)

​

Member

​

$

95,000

Lead Independent Director

​

30,000

Audit Committee Chair

​

25,000

Compensation Committee Chair

​

20,000

Nominating/Corporate Governance Committee Chair

​

15,000

​

Fees Earned or

Stock

All Other

​

​

Name⁽¹⁾

​

Paid in Cash

​

Awards^(2,3)

​

Compensation

​

Total

Salvatore A. Abbate

​

$

95,000

​

$

145,800

​

$

—

​

$

240,800

Eduardo F. Conrado⁽⁴⁾

​

110,000

​

145,800

​

—

​

255,800

Fredrik J. Eliasson

​

95,000

​

145,800

​

—

​

240,800

Michael P. Hogan

​

95,000

​

145,800

​

—

​

240,800

Kathleen D. McElligott⁽⁴⁾

​

115,000

​

145,800

​

—

​

260,800

Craig E. Philip

​

95,000

​

145,800

​

—

​

240,800

Steven L. Spinner⁽⁵⁾

​

125,000

​

145,800

​

—

​

270,800

Janice E. Stipp⁽⁴⁾

​

120,000

​

145,800

​

—

​

265,800

(1)

Judy R. McReynolds, the Chairman 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 55.

(2)

Reflects the aggregate grant date fair value of RSU awards made during 2024, computed using the grant date fair value ($116.64 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 1,250 RSUs under the Ownership Incentive Plan on May 7, 2024 (computed using a stated annual value of $145,000 and the grant date closing stock price of $117.10 per share, rounded to the nearest multiple of 25 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 L to the consolidated financial statements in the Company’s 2024 Annual Report for additional detail on share-based compensation.

(3)

As of December 31, 2024, each non-employee Director had the following aggregate number of RSUs outstanding, although only the value of the 2024 RSU award is provided in the Stock Awards column above.

(i)

The balance in the Vested but Subject to Transfer Restrictions column includes shares deferred under the terms of the equity plan.

(4)

Committee Chairpersons during 2024: Ms. Stipp, Audit Committee and Qualified Legal Compliance Committee; Ms. McElligott, Compensation Committee; and Mr. Conrado, Nominating/Corporate Governance Committee.

(5)

Lead Independent Director during 2024: Mr. Spinner.

JUDY R. MCREYNOLDS

Chairman and Chief Executive Officer

Age: 62

Career Highlights:

Ms. McReynolds is Chairman and Chief Executive Officer and a Director of the Company. Her full biography appears above under “Proposal I. Election of Directors.”

SETH K. RUNSER

President, ArcBest

Age: 40

Career Highlights:

Mr. Runser was named President in August 2024 after serving as President of ABF Freight since July 2021. He previously served the Company as ABF Vice President - Linehaul Operations from August 2019 to February 2021 and as Chief Operating Officer from February through June 2021. Prior to that he served as Regional Vice President - Operations from March 2016 to July 2019. Mr. Runser joined the company in 2007, as a management trainee and served in various roles including operations supervisor, regional training specialist and service center manager prior to his promotion to Regional Vice President - Operations in 2016.

Education:

CHRISTOPHER A. ADKINS

Chief Strategy Officer

Age: 35

Career Highlights:

Mr. Adkins was named Chief Strategy Officer in February 2025, after serving as Vice President - Yield Strategy and Management since June 2023. Previously, he served as Vice President - Yield Strategy and Analytics from January 2022 to June 2023, and 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.

Education:

DENNIS L. ANDERSON II

Chief Innovation Officer

Age: 44

Career Highlights:

Mr. Anderson assumed the role of Chief Innovation Officer in January 2025, after serving as Chief Strategy Officer from March 2023 to December 2024, and Chief Customer Officer from April 2020 to March 2023. Prior to that, he was Chief Customer Experience Officer from January 2017 through March 2020. Mr. Anderson was Vice President - Strategy from February 2014 through December 2016. Prior to that, Mr. Anderson served as Director of Strategy from June 2011 through January 2014. For ABF Freight, Mr. Anderson was Senior Pricing Analyst for three years and Manager of Pricing after that.

Education:

J. MATTHEW BEASLEY

Chief Financial Officer

Age: 46

Career Highlights:

Mr. Beasley was named Chief Financial Officer in May 2023. Mr. Beasley joined the Company in 2022 and served as Vice President and Treasurer until his promotion in May 2023. Prior to joining the Company, Mr. Beasley served at Enable Midstream Partners and its predecessor companies from 2007 to 2021, including in senior-level finance roles. Mr. Beasley is a CFA charterholder.

Education:

ERIN K. GATTIS

Chief Human Resources Officer

Age: 50

Career Highlights:

Ms. Gattis 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. Ms. Gattis has a Senior Professional in Human Resources (SPHR) and SHRM-SCP certification.

Education:

MATTHEW R. GODFREY

President,
ABF Freight

Age: 42

Career Highlights:

Mr. Godfrey has been President of ABF Freight since August 2024. He joined the company in 2004 as an ABF Management Trainee. Since that time, he has gained extensive knowledge and experience serving in various pivotal roles, including operations supervisor, account manager, service center manager and regional vice president, before being promoted to Vice President of Engineering in 2021.

Education:

MICHAEL R. JOHNS

Chief Legal Officer and Corporate Secretary

Age: 66

Career Highlights:

Mr. Johns has been Chief Legal Officer and Corporate Secretary since January 2023, a title he assumed after serving as Vice President - General Counsel and Corporate Secretary from April 2007 to December 2022. For sixteen years before joining the Company, he was a partner in the law firm of Dover Dixon Horne PLLC in Little Rock, Arkansas. Mr. Johns was a practicing attorney in two other Little Rock law firms for seven years, including Rose Law Firm, prior to 1991. He is a Certified Public Accountant and a member of the American Bar Association, Sebastian County Bar Association, and Arkansas Society of Certified Public Accountants.

Education: